Try to Be a Good Man
by ThatUserOverThere
Summary: Clara gets separated from the Doctor during an attack on the planet they're visiting. When she reappears years later, she finds the Doctor fighting alongside the inhabitants against their fallen and controlled brethren, the Hollow Men. With no TARDIS, can they ever get back to Earth, or will they be trapped fighting a war that will eventually consume them? Whouffaldi, Doctor-whump.
1. Chapter 1

_Hey all. A friend of mine once came up with this idea and it kept bothering me. So I'm writing it now._

 _Disclaimer: Doctor Who belongs to the BBC  
_

* * *

Chapter 1: The Attack

They were taking their time, walking through the streets of the City to the marketplace. The Doctor was telling Clara about the planet and its inhabitants.

Xouria, a relatively small planet compared to earth, with an even smaller population. This was mostly due to the fact that the entire planet consisted of immense mountain ranges, making it difficult to live there. So instead of many spread out, small cities and towns they built five massive cities. The one they were currently in was the first one built and also the biggest, hence its name being only the City. In the centre of the City towering above everything, stood the Citadel, something between a science and technology facility and a government building.

"Why couldn't you park the TARDIS a bit closer?" Clara nagged. They had been walking for almost an hour now and she still couldn't see the fabled marketplace the Doctor had told her about.

The Doctor sighed. "I wanted you to see the sights, Clara."

"What sights? It's just buildings," she waved her arms at the grey buildings surrounding them.

"Yes, but look at the architecture. It's a mixture of designs. Where we landed everything looked really modern and the further we go towards the centre the older it gets. It's like going back in time." He changed course, taking narrower streets. "Look at the people too. Their clothes, a combination of old and modern styles."

Clara payed closer attention to her surroundings. Sure enough she noticed the change in the buildings and the different styles of clothing. How the Doctor saw the differences in the clothing when she didn't, was a mystery.

"Ok, it's quite interesting," she admitted.

"Their tools, technology, even their weapons. A combination."

"I get it now, Doctor," she laughed. "So how much further to the market?"

They turned a corner, coming to a standstill in front of a giant warehouse structure. Inside they could see hundreds of wooden stalls and little shops, each selling an assortment of goods. Unknown aromas drifted from strange foods by the food stands, and content chattering filled their ears.

"We're here," the Doctor smiled down at Clara.

Once inside, they drifted from stall to stall, frequently stopping when something caught their attention. Leaving the Doctor where he was arguing with a woman over some wristband contraption, Clara wandered on. It was a fascinating market, probably the best one the Doctor ever took her too. There was almost too much to see.

Suddenly people at the far side of the building screamed. Those around her looked up in confusion as people stormed past, shouting at those standing still, to run. A series of explosions outside the building shook the ground. In the distance, a siren started to wail, sending everyone into a panic.

Clara swung around, trying to avoid the fear stricken mass while searching for the Doctor. She couldn't see him, fleeing people blurring past her blocking her view.

Someone took her by the hand and pulled her back through the people. Spinning around, she was extremely grateful when she saw the Doctor. He led her to one of the side doors, but stopped as they saw people there getting shot down by soldiers clad in black. He pushed her behind a stall as the soldiers took notice of them, raising their guns.

"They're surrounding the building," the Doctor shouted over the gunfire as he ducked next to her and took out his sonic.

Something red under his jacket caught Clara's eyes. "Doctor," she whispered, staring at his side.

"What?" He followed her gaze and saw the blood seeping through his shirt. Shifting the material around the wound, he looked up at her. "It's fine. Just a scratch." He moved away as Clara started to protest, carefully looking around the corner of the stall. His eyes grew wide.

"Clara, get down!" He threw himself on top of her, shielding her as everything around them shattered.

She faintly registered muffled screams and muted gunshots. It sounded as if the noise travelled through water before reaching her throbbing eardrums. She felt disorientated. Opening her eyes, she saw nothing but dust and debris. The stall behind which they took cover had been blown to bits, the rubble of nearby stands littering the dust covered floor. She felt something shift next to her and heard the Doctor groan and cough.

"Doctor?" She coughed, her own voice sounding distant. Slowly the fog cleared from her head and the sounds returned to normal. They had to get out of there, back to the TARDIS.

The Doctor was face down next to her, covered in dust and splinters. He didn't move when she placed her hand on his shoulder. She noticed a dark spot on the back of his head, the hair caked with blood.

Something must have hit him in the head when that bomb or whatever exploded, she thought.

"Doctor?" She gently shook him. "Doctor, come on. Wake up." Panic crept over and she shook harder.

The Doctor stirred and groaned, coughing as he pushed himself up onto his elbows.

"Clara, we ha-" he interrupted himself by coughing again. He struggled to his knees.

She helped him up, supporting his weight as they stumbled through the chaos. People were running in all directions, screaming, shouting, trying to get out. Some weren't so lucky, having been shot and left to die between the burning remains. Other soldiers were desperately trying to drive back the attackers. She didn't know where to go, she needed the Doctor to take the lead. If she could just get them somewhere safe, maybe he'll recover enough then and get them out of here.

She saw a little shop not far away. It could offer more protection than the wooden stalls. They reached the building as she felt the Doctor's legs buckle, almost bringing her down with him. She helped him up again and got them through the door. He steadied himself against the wall while she jammed a chair under the door handle.

"What do we do, Doctor?" She turned around to see him sliding down the wall, his breathing shallow and eyes closed. One hand clutched his side as the other searched for something in his pocket. She crouched next to him and lifted his hand. With the pressure gone the blood trickled out of the wound, staining his shirt even more. He grunted as she pressed her hands over his on the wound. A sound by the door made her look up. She felt something cold and metal clasp around her wrist.

"Vortex manipulator, allows for space and time travel," the Doctor said before she could ask. "This one's broken though, can't teleport us out of here." He patted his pockets. "Where's my sonic?"

"The explosion, it must've got knocked out of your hand." They glanced at the door, hearing voices outside.

The Doctor shook his head. "No time anyway. It can still time travel. Don't like it, but it could be our only hope."

Clara watched as he entered something into the small keypad. His hands were trembling, the red blood starkly contrasted against his pale skin. He's losing too much blood.

"I'm sending us into the future," he said as he typed. "Hopefully things would have died down by then so we can get to the TARDIS. Just, hold onto me." He said quietly.

They jumped as the door splintered into pieces with a loud crack. Three soldiers moved in, one immediately going for Clara. The Doctor activated the vortex manipulator.

She struggled against the soldier as he grasped her shoulders and hauled her back.

"Doctor!" Clara reached for his outstretched hand as the other two soldiers grabbed him.

She watched helplessly as they pinned him to the floor and secured his hands behind his back, before she vanished, taking the soldier holding onto her, with her.

* * *

 _I plan on uploading a new chapter every week. Please leave a review and let me know what you think_ :)


	2. Chapter 2

_Hi, everyone! Thanks for the follows and reviews so far. And also, I am sorry about that cliff hanger. I promise I will try not to do that again…  
_

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Chapter 2: This Is Not Your War

 _He tried willing his feet to move. It was no use. If it wasn't for the two soldiers dragging him along he would still be in that building, staring at the empty spot where Clara stood before she got sent forward in time. His head drooped, his chin almost resting on his chest. He tried not to think about what Clara would do without him. He probably just prolonged her death by a few minutes. Closing his eyes, he swallowed hard._

 _He heard something. It was muted, unrecognisable. Then the hands holding him up vanished, leaving him without support. The air got knocked out of his lungs as he hit the ground hard. He tried opening his eyes, but they weren't obeying him. He was so tired. More muted sounds, could be voices. Hurried hands tugged at the ropes behind his back. The pain in his side and the back of his head flowed away. Was he passing out? It did seem like a welcoming thought. He groaned as he got lifted up, then his mind went blank._

 _The first thing he noticed was the cold. He became aware of a dull ache in his side, just under his ribs. He gasped as it suddenly flared up, changing to a sharp pain. Still not hearing much he felt soft, warm fingers brush against his side. It felt nice. Rather, nicer than the pain. His head was still throbbing though. He moaned softly as the darkness took him again.  
_

* * *

The silence slowly faded, rhythmic beeping growing louder. Other sounds soon joined in, driving the silence away completely. His head hurt. Why did his head hurt? And something was wrong with his side too, just under his ribs. He turned his head to ease the pressure off the wound and the pain lessened. Very slowly, he managed to crack open his eyes. Everything was out of focus, just fuzzy shapes. He blinked a few times, his vision returning to normal.

He started pushing himself up. A small hand on his shoulder firmly, but gently, pushed him back.

"Don't, you need to rest."

The Doctor frowned at the woman standing next to his bed. She had short brown hair, and a hint of curiosity in her blue eyes. Her soft, warm smile comforted him somewhat, though he wouldn't admit it. He tried opening his mouth to speak, but his lips were glued together.

"Wait," the woman said as she picked up a wet cloth. "This will help."

She pressed the wet cloth against his lips and the seal broke. He bit down on the material, the water trickling down his dry throat. He grimaced as he swallowed painfully. The woman removed the cloth.

"Slow down, you're still recovering." She walked around to his left side and removed the dressing covering his wound. "Good, the bleeding has stopped."

He only now realised he didn't have his shirt on and he started feeling uncomfortable under her gaze. Yet when she gave him a small smile as she covered the wound with a clean gauze, the felling lessened. His frown deepened.

"Who are you?" His voice was hoarse and clearing his throat made him cough.

"My name is Aera. I'm a medic. And before you ask, you're in the medical ward in an old underground military facility. Those soldiers almost took you too you know. Luckily, we got to you in time." She focused on the heart rate monitor next to his bed.

"Took me where?"

Aera placed her hand on his head and turned it to the side, examining the back.

"Nasty cut," she mumbled. "The soldiers didn't kill many people. As they attacked, some of them kept dragging the wounded away, civilians and military personnel alike. I'm not sure where they took them, but I don't think it's going to end well for those people.

He flinched as she applied a gel onto the cut then went to stand at the right side of his bed.

"Our military is no match for them. Whoever these people are that are attacking us, they know what they're doing." She eyed him curiously. "What's your name?"

"I'm the Doctor." His voice was a bit better now.

"And, who is this Clara person?"

His eyes widened.

"You muttered the name a few times when they brought you in." She lifted an eyebrow as the heart rate monitor started speeding up.

"Where is she?" He pushed himself up despite Aera's protest. "Where is Clara?" Panic in his voice.

Aera gripped both his shoulders, trying to push him down. "Doctor, please. I don't want to sedate you now."

But he had found new strength, determined to get out of the bed and find Clara.

"You don't understand." He was gasping now, the heart rate monitor beeping frantically. "I have to go find her."

As he sat up, Aera grabbed a syringe and pushed the needle into his upper arm, injecting the liquid. The Doctor's movements slowed, his breathing deepened. He frowned as he sunk back, unable to keep himself upright.

"I have to…" He blinked rapidly, trying to stay awake. "… Find her," he whispered before giving in to the sedative.

* * *

 _"_ _Has he woken up yet?" A man asked._

 _"_ _Briefly, but I had to put him under again." That sounded like… What was her name? Aera?_

 _"_ _Why? What did he do?" The man sounded slightly worried._

 _"_ _Well he tried getting up, said he had to find someone named Clara."_

 _Clara. Where is Clara? She was with him one moment, then gone the next. Wait, no. She time travelled. Someone whimpered. Was that him? Could be. He felt a hand briefly touch his shoulder._

 _"_ _Was there anyone with him when you found him?"_

 _"_ _No, just him." The man said. "You said you think he's a Time Lord?"_

 _There was something in the man's voice that made him uncomfortable. The way he said it, almost spitting the words out._

 _"_ _Yeah. Mostly because of the twin hearts and how fast he's healing. I'm not entirely sure though."_

 _He heard a groan. He really needs to be more quiet._

 _"_ _I think he's waking up."_

 _The hand was back on his shoulder._

Opening his eyes, he saw Aera smiling at him. She kept her hand firmly on his shoulder. He groaned again as he pushed himself up on one elbow.

"I'm fine," he said softly as Aera opened her mouth to object.

"Good, because you're leaving." The man at the by the end of the bed said. His hand resting on his holstered side arm.

"Marx, don't." Aera warned him.

The Doctor looked at Marx. "Why?" He supressed a grunt as he swung his legs over the side of the bed. "Are you afraid of an old Time Lord?"

Marx walked over, standing before the Doctor were he sat on the edge of the bed.

"No, I just don't trust them." He stared down at the Doctor.

"And I don't trust soldiers." The Doctor stood up unsteadily. At his full height, he was still a few inches shorter than Marx. "You need my help."

Marx scoffed. "This is not your war."

"No, it's not. But I was dragged into it. Someone was taken from me, someone I care about. And I'm not going anywhere until I find her. Until then, you can use my help." He stared at Marx, unblinking, waiting for his answer.

Marx glanced past the Doctor at Aera. He sighed as she nodded. Then he looked back at the Doctor.

"Fine." He stepped closer to the Doctor, his voice cold and just above a whisper. "But if you make one wrong move, it will be your last." He turned and left the room.

The Doctor looked at Aera, nodding in the direction of the door. "Lovely fellow."

"He's my husband. He just has to warm up to you." She took a pile of clothes from the table next to the bed and held them out for him.

"I'd rather he didn't. I don't like soldiers." He took the clothes and quickly pulled on the white shirt and dark brown jumper, glad to finally cover himself up.

"Well then, as long as you're staying you're going to find soldiers everywhere." She smiled sympathetically.

* * *

Aera left the Doctor with a man named Gruber as more wounded arrived in need of care. Gruber showed him around the facility and assigned him to a small bedroom. With Gruber not talking much, his mind wandered to the marketplace where he last saw Clara.

"How do I get to the marketplace?" Hopefully Gruber wouldn't try and stop him.

"The one where they found you? It's completely destroyed." Gruber replied, his voice calm. "Wat do you plan on finding there?"

"I just…" The Doctor sighed. He felt the need to be there. Even though the vortex manipulator was malfunctioning, it's still highly unlikely that Clara would arrive this soon. "I need to go there."

Gruber regarded him for a moment. "I'll take you there. But you'll need a weapon and armour."

He didn't want a weapon, especially not a gun. He didn't protest though. It was probably the only way he'll be allowed outside the facility.

Equipped with a dagger and handgun, much to his disgust, and outfitted in basic body armour he followed Gruber to the marketplace. After being shot the last time he was there, he was glad of the extra protection the armour gave. Fortunately, they didn't encounter anyone on their way there.

He only realised they had arrived after Gruber informed him. There was nothing left. The buildings they had passed on the way were still standing, albeit somewhat damaged. But the market was, as Gruber had told him, completely destroyed. Most of the roof had caved in but parts of the outer walls were still standing. The floor was covered in debris, remains of stalls, dust and ash. Smoke drifted upwards from a few scattered smouldering piles of wood. Some of the stalls that survived were badly damaged, entire sections blown up and covering the floor. There weren't any bodies. The soldiers had really taken everyone who couldn't make it out.

Gruber told him he had five minutes as he stood guard. The Doctor moved slowly through the ruins, eyes searching for someone who wasn't there. Eventually, he found the small building he and Clara had used as cover. Rather, the remains of said building. It must have suffered from an explosion or two after he was taken away. He stepped over a pile of rubble, entering the building. He found the spot where he had laid against the wall. Blood smears were on the floor just in front of it where they had pinned him down. Turning, he stared at the sport where Clara had stood before time traveling.

"We have to get back." Gruber said from behind him.

The Doctor swallowed hard as he tore his eyes away from the empty space and left.


	3. Chapter 3

Chapter 3: Under My Care

Sitting on the edge of his bed he stared at his hands, his fingers interlaced. He sighed, rubbing his hands against each other as he stood. Taking three strides across his small room to the door, he picked up his scabbard where it leaned against the wall. Absentmindedly he fastened the sword belt around his middle, the scabbard hanging down his left side.

He still had his handgun from the first time he went outside. But that was a long time ago. He never used it and stopped carrying it with him the same time everyone else did. With the war going on for seven years now, guns and bullets were a 'luxury' only a few had. Those high up in command had a small supply for extreme cases, otherwise they used swords and bows like the rest. Even their adversary didn't use guns anymore.

He took a deep breath as he picked up his bo staff and opened the door. The hallway outside was even colder than his room. That's one of the problems with living underground. Without extra heat, it gets really cold. He closed the door and started down the hallway.

This late in the day the soldiers who weren't in the field were already retreating to their rooms. Even he could tell that everyone was tired. Not just physically tired, but drained. Physically and emotionally. The strain of fighting for years and not coming any closer to victory pulled everyone down. They were fighting a losing battle. The way their opponent worked, made it even harder.

 _"_ _Argh, come on… You lousy piece of…" He grunted as the component broke off of the machine. He sighed, throwing it in the bin next to him._

 _He was on his back, underneath one of the old communications terminals. Nothing fancy at all. It was big, greasy and simply refused to work. He was fixing it for the third time this month. Each time it worked for a few days before something gave and he had to spent days fixing it again. It was however, their only means of contact with the other cities at the moment. He picked another component and tried connecting it to the circuit board before him._

 _He stopped as he noticed the commotion going on outside in the hallway. There were people shouting and if he listened really carefully he could just make out the faint sound of explosions somewhere in the city. But the explosions were nothing new. He furrowed his brow, looking back at the component in his greasy hands. Putting it in the bin, he manoeuvred himself out of the service hatch and stood._

 _A few people ran past where he was peeking out the door. Medical personnel, running towards the medical bay. He closed the door and jogged after them. Things didn't look good. He rounded a corner and grunted as someone ran into him._

 _"_ _Watch it!" Aera shouted, annoyed. "Oh. It's you," she mumbled as she ran past him._

 _"_ _Aera, wait!" He caught up to her, running beside her. "What's going on?"_

 _She glanced at him. "Not sure. All I know is it's bad."_

 _They entered the medical bay to find it filled with wounded soldiers. Aera quickly moved off to help out, leaving the Doctor by himself. He spotted Gruber at the far side of the room and went over to him._

 _"_ _What happened?" He asked Gruber who was getting his shoulder looked at._

 _Gruber winced as the medic worked. "We found what happened with all those injured people they took away. They brainwashed them, or something."_

 _"_ _What do you mean 'brainwashed'?" The Doctor furrowed his brow. He hoped Gruber was just confused, surely he didn't mean…_

 _"_ _I don't know," Gruber sighed. "They're being controlled. They had to be."_

 _"_ _The captured people, someone's controlling them and making them attack you?" This was really bad._

 _"_ _Soldiers too. Everyone we couldn't keep them from taking away." Gruber groaned as the medic finished cleaning the wound._

 _"_ _That's why they attacked the marketplace first. Lots of people to capture and control," the Doctor said quietly. "Anyone who gets left behind, will end up on the enemies' side."_

 _Gruber nodded. "The more people we lose, the more they gain."_

The Doctor shuddered every time he thought back to that day. If he hadn't been saved the day the market got attacked, he would either be dead now or fighting against the Resistance with those Hollow Men.

The Hollow Men. That's what they called those who are controlled. They showed no emotion, their eyes stared blankly at nothing. It's quite unnerving being attacked by someone who keeps a straight face. Even worse is their inability to feel or show pain. They just keep on going until they physically can't anymore. They were like zombies. Empty husks of the people they once were.

He passed the communications room, knowing that it's empty. Sometimes he would slip in and tinker with the terminals, if only to take his mind off everything. In the beginning he worked there, fixing the instruments or trying to upgrade them. It was hard, they didn't have the necessary parts or tools to get it done. But he still tried, until they needed him elsewhere.

 _"_ _Doctor," a man barked behind him._

 _The Doctor rolled his eyes. Marx. Great, just what he needed. He took a deep breath before turning to face the man. He still didn't like him. "The communications terminal isn't working yet. I don't have the right parts, so it's taking longer." He tried keeping his voice calm._

 _Marx waved him off. "Leave it, it's no use."_

 _"_ _I can fix it. I just need more ti- "_

 _"_ _It's no use!" He glared at the Doctor. "We can't help them anyway," he stated coldly._

 _The Doctor furrowed his brow. He opened his mouth to protest, then realised that Marx was right. They barely got by on their own and with no communication, not to mention transport, they couldn't help the other cities. He sighed and nodded._

 _"_ _Good." Marx turned to leave, but stopped to look back at the Doctor. "You're coming with me."_

 _The Doctor looked up sharply, confused. "What?"_

 _"_ _Some of my men haven't made it back yet." He stepped closer to the Doctor. "Most of my team is incapacitated at the moment and I find myself in desperate need of men." He stared down at the Doctor. "So, you're coming with me."_

 _The Doctor shook his head slightly, "I'm not a soldier." His voice was quiet, almost begging._

 _"_ _No," Marx smirked, "you're not."_

He almost got himself killed that day because he refused to use his pistol against Hollow Men. How could he shoot someone who was being forced to do something? He was relieved when guns fell into disuse more than three years ago.

"Be careful out there, Doctor."

He stopped, not even realising he had passed Aera. Turning, he saw Aera's kind smile. Nodding once, he left her in the hallway.

* * *

It was always risky, going outside alone. He moved quickly, knowing which path was less likely to have Hollow Men. It wasn't certain, he had run into trouble a few times before. But he survived. More buildings had been destroyed during the war, leaving rubble everywhere. The majority of the building were still standing at least, offering cover.

He reached the marketplace. It looked even worse now than it did right after the attack. Quietly, he retraced his footsteps back to that one spot as he had done so many time before. He stood in the ruins of the building, searching. Almost missing it, his eyes fell on what he's been waiting for. Crouching, he examined the marks on the dusty floor.

Signs of a struggle. Could it be? He felt the panic rise in him. If it was, if the vortex manipulator had sent her to this time, she wasn't alone. He remembered the soldier who had disappeared with her. The soldier. He would probably take her to the Citadel. He stood. That's where the Hollow Men took their prisoners, so maybe…

A scream interrupted his thoughts. The scream of a scared woman, coming from outside. The Doctor ran in the direction it came from. He looked down an alley, found nothing and moved on to the next. There, he spotted them.

A woman standing with her back to him next to a fallen soldier, probably dead by the looks of it. She was trying to fight off three men. The Doctor stood wide eyed, rooted to the spot. One of the men grabbed the woman, sneering at her. She hit him across the jaw. The back of the man's hand connected with her cheek and she stumbled, hitting her head against the wall. The Doctor snapped out of his daze.

"Don't you dare touch her," he said as he walked over to them, his voice dangerously low.

The men shifted their gaze to him, looking confused for a second at his sudden appearance.

"What are you gonna do, old man?" One of them said, leading the others to laugh.

The Doctor kept walking, his knuckles turning white as he gripped his staff. He glanced at the woman. She wasn't moving. He felt rage boil up inside him as he looked back at the men, coming to a standstill a few feet in front of them.

"Get out of here, and we won't hurt you," one of the men slurred.

"She's under my care," the Doctor growled through gritted teeth.

The men looked at each other and smirked. The middle one lunged at the Doctor, swinging his fist. The Doctor stepped to the side, grabbing the grimy fist. Using the man's momentum, he pulled the fist downwards past him and slammed his staff into the man's back, sending him sprawling to the ground behind him.

Following through with his staff, he gripped it with both hands and side stepped towards the second man who was coming at him. The man doubled over as the tip of the staff slammed into his stomach.

The Doctor spun around, changing his grip on the staff, holding it like a bat as he swung it upwards, hitting the third man underneath the chin making him stagger back. He quickly brought the staff down onto the doubled over man, knocking him to the ground where he lay unmoving.

A yell from behind him made him turn. His staff connected against the man's temple and the man fell. The Doctor straightened and looked around him. One of the men groaned, but didn't get up.

His eyes wandered over to the unconscious woman and his features immediately softened. He rushed over to her, dropping to his knees next to her. She had a bruise on her forehead where she had hit the wall, but it didn't seem too bad. The Doctor carefully placed his arms under her knees and shoulders. He grunted as he picked her up, hugging her close to his chest.

"Oh, Clara my Clara. My Impossible Girl." He whispered.

* * *

 _So with university starting again next week I probably won't update this so often, but I won't abandon it either._

 _Also, I like hearing what you guys think, so leave a review_ :)


	4. Chapter 4

_Thanks so much for the reviews! They really mean a lot to me!_

* * *

Chapter 4: Can I Stay with You?

"She'll be alright, Doctor." Aera assured him. She put her hand on his shoulder. "She should wake up any moment now." She left them alone, having a few other patients to check up on.

The Doctor stood next to the bed Clara was in, worry etched onto his features. He hated hospitals, or any kind of medical facility. The beds always made the occupants look so small and fragile. And this was his Clara. No matter how strong or brave she was, she was also small and fragile and oh, he should have protected her.

He knew she would be fine. Apart from the bump on her head and a few scratches and minor bruises, she was alright. She might feel a bit nauseous from the after effects of that damned vortex manipulator, but that would go by quickly. He sighed. Though he hated using vortex manipulators, that one saved her life and for that he was extremely grateful.

What worried him was how they were going to get back to earth. The TARDIS was taken from its spot during the first attack and hidden somewhere where he couldn't get to it. If it were just him here he would have accepted his fate of possibly never seeing his beloved blue box again. Probably. Eventually. But Clara was with him now and he couldn't expect her to stay here for the remainder of her days. She had a family, friends, a job. She had a life waiting for her on earth that she should get back to. As much as he wanted her by his side, he didn't want her to stay. She doesn't belong in a war.

What would she say to him when she woke up? How is she going to react if he tells her they can't get back to earth? Maybe she would tell him that it's just a minor setback. That he will come up with some plan and save the day like with their other adventures. The problem was, he didn't have a plan this time. He had run out of plans years ago.

She stirred, groaning softly. She inhaled deeply as her eyes fluttered open. He had forgot how much he liked those big brown eyes. Now that she was awake he suddenly wanted to run away. He didn't know how to tell her.

"Doctor?" Her voice was small and confused. She blinked rapidly, her eyes narrow.

Pushing his fears aside, he stepped closer. He gently took her hand in his.

"I'm here," he said quietly. "How are you feeling?"

Groggily, she smiled up at him. "A bit dizzy and sore, but I'm fine." As the fog in her mind cleared, the smile quickly turned into a frown of confusion. He nervously shifted his weight, suddenly extremely self-conscious under her gaze.

"Doctor, you have a beard." She almost asked it, sounding more surprised than she thought.

He looked away, smiling shyly and bringing his other hand up to rub the short hair on his jaw. "Don't always have time to shave." He looked back at her. "What do you think?"

She narrowed her eyes, squinting as she looked him up and down. His dark grey trousers were loose fitting as were his tattered dark blue jumper. His black coat was faded, and covered in scuff marks. Then there was the salt and pepper beard. His hair was shorter also, and instead of those rebellious curls it was just messy. But his expression, despite the small smile he looked incredibly sad. And his eyes, those pale blue eyes had somehow lost their glimmer and betrayed just how tired he was.

"Changed your entire look." She returned his smile. "I think I liked your velvet coat more."

He shrugged. "Circumstances change."

"Hang on," a thought struck her. "You have a beard." She frowned, "I time travelled, yeah? How long has it been, a few weeks?" She watched him swallow nervously. "Doctor?"

"Just over seven years." He said quietly, looking down at her hand in his.

Clara's eyes widened. "Did you stay here all this time?" He nodded. "Couldn't you have time travelled to just before I arrived?" She sat up.

He avoided her gaze altogether now. "How about we get you out of here, hm?" He let go of her hand and walked to the door.

Clara stared at him as he left. There was something he wasn't telling her and now he's running away. She will get it out of him eventually.

After a while Aera came and gave her clean clothes and directed her to a shower. Clara thanked her and went to the tiny bathroom. She looked in the mirror and immediately wished she hadn't. Her clothes were dirty with a few tears here and there. She panicked when she saw the dried blood on her sleeves and shirt. Calming a bit when she realised it wasn't her blood, she panicked once more when she remembered it was the Doctor's blood.

"He's fine, you just spoke to him. He's alright," she told herself as she stripped off her clothes and got into the shower. She made quick work of scrubbing herself clean, then simply stood under the soothing warm water. Turning off the water, she stepped out and dried herself. She pulled on the dark brown trousers and white shirt Aera had given her. They were a bit big for her, but she couldn't complain. She laced up her boots and put the navy sweater on before heading out. The Doctor met her outside and took her to her room.

She had to admit she was tired. It had been a long day for her. First the market being attacked, then time travelling, which was not very pleasant, only to be jumped by those drunkards. How did she even escape them? She eyed the Doctor as he silently walked slightly in front of her.

"Doctor?" He looked at her, not slowing down. "Who brought me here?"

"What do you mean?"

She walked a bit faster to keep up with him. "After I time travelled, three men tried to attack me and the next moment I woke up here. Who brought me here?"

"Oh, that. I did," he said plainly. He didn't really want to talk about this.

"What happened to the men? Did they get scared of those eyebrows of yours?" She teased.

He shot her a look. "I, uh, knocked them out." He saw her raise her eyebrow in disbelief.

"Clara," he stepped in front of her, his voice urgent. "Those men were going to…" No, he didn't want to think about what they would have done to her. "I couldn't let them hurt you again."

She froze as his hand came up, his fingers barely brushing over the bump on her forehead. She saw a flicker of something in his eyes but before she could place it, he had turned and walked away. Missing his gentle touch, she hurried after him.

They walked in silence the rest of the way, coming to a standstill in front of a door.

"Here we are, your bedroom." He opened the door and stood aside for her to enter.

Clara stepped inside. The room wasn't big and the walls were the same as the hallways, exposed bricks. A single ceiling light bathed the room in its harsh fluorescent light. A double bed stood by the opposite wall and a wooden dresser across it, next to the door. Basics.

"It's not much, but at least you'll be safe here." He was still standing in the doorway, not crossing the threshold. "My room is at the end of the hall… if you need anything."

"What happened after I time travelled?" She looked at him questionably.

He took a moment before answering. "The soldiers took me," he said quietly.

"How did you get away?" She's going to be full of questions for a while until she was brought up to date with everything.

"I got rescued." He chuckled. "I will tell you everything, Clara." He said before she could ask another question. "Just not now. Now, you have to rest."

She watched him close the door, just to open it a crack, poking his head through.

"Almost forgot. It gets rather cold, so you might want to sleep with that sweater on." He smiled at her warmly, "Goodnight, Clara."

"Goodnight, Doctor." She returned his smile and he closed the door.

* * *

She woke with a start, strangled in the scratchy blanket. It was the third time the same nightmare woke her. She couldn't remember it all, but every time she closed her eyes her mind got bombarded with images of the Doctor bleeding out in front of her. Although she knew he was fine, her mind couldn't let it go.

She let out a sigh of defeat, knowing what she needed. Him. She needed to be in his presence. It should help her get over what happened and maybe then she could get some sleep. Only, he's not really the comforting type. Throwing back the blanket she felt the cold creep over her.

The hall was eerily quiet, the hum of the fluorescent lights the only other noise beside her footsteps. Holding her arms against her chest, she hurried to the end of the hall.

She hesitated before knocking, her hand just above the door. Then she remembered that he didn't sleep as much and knocked. A moment passed and she wondered if maybe he was asleep after all.

"Clara?" Came his surprised voice from behind her.

She spun around, suddenly unsure of coming here. Her eyes widened when she saw the sword and staff in his hands. He followed her gaze.

"Forgot them in the medical ward," he looked back at her. "What's wrong?" His voice was soft as he regarded her with tired eyes.

"Couldn't sleep." She avoided his gaze as he stepped closer. "Can I, stay with you?" She asked shyly, looking down at her feet.

Not knowing what to say, he stared at her. He would have offered for her to stay in his room earlier, but he didn't think she would accept. He thought it would be too… weird for her. Seven years ago it would have been a bit weird for him as well, but things change. He had missed her something terribly. Now that she's back, he wanted to be with her the whole time.

She waited for his answer. She was beginning to think he was trying to figure out how to say no, when he brushed past her and opened his door. He went inside, leaving the door open, still leaving it up to her. So she stepped inside.

His room was identical to hers, except for the light which was dimmer. She closed the door behind her, eyes following him as he laid down his sword and staff against the wall next to his bed. After that he faced her, looking a bit lost. Biting down on his lower lip he motioned towards the bed.

Slowly she moved to the far side of the bed and crawled in underneath the blanket. The matrass was hard and the blanket scratchy, same as hers. The difference was, she could smell his scent on the blanket and pillow.

"You look tired as well." She watched him closely. The shadows under his eyes were more visible now. "I'm not the only one who needs rest." She gave him a small smile.

He glanced at her, unsure how to act now. Swallowing, he dragged his feet toward the bed and sat down stiffly. He bent over and untied his boots, placing them neatly next to the bed. He reached out to the light switch and turned off the light, then slipped in underneath the blanket.

Resting on his back, he listened to the sound of Clara's breathing next to him. He turned on his side, facing away from her.

"Doctor?" She whispered.

"Hm?" He waited for her, hearing her take a deep breath.

"Thank you," she exhaled.

He frowned, turning over to look at her even though it was too dark to see her face.

"For what?"

"For being there when I need you," she mumbled as sleep took her.

* * *

 _So with university having started this week again I'm afraid future updates are going to take much longer :(_

 _Sorry about that. But as I've said before, I will finish this. Until then: leave a review,_ _they make my day_ :D


	5. Chapter 5

_Thanks for the reviews and follows. Here's another chapter for you guys. Hope you like it._

* * *

Chapter 5: You've Changed

He woke up slowly, snuggling into the warmth in his arms. He didn't sleep through the night but it was the best sleep he had in years. Opening his eyes, he stared at the woman using his arm as a pillow. He could just about make out her facial features in the darkness. The corners of her mouth were curled upwards into a small smile.

He had woken up early morning to find her curled up tightly against his back, seeking out warmth. It wasn't the contact that had woken him though, it was the sounds she was making. Whimpers and muffled grunts. She was having a nightmare and he had immediately felt the need to comfort her, he just didn't quite know how. He knew she liked hugs so he clumsily wrapped his arms around her and pulled her close. To his relief he hadn't woken her and the nightmare had vanished.

What he hadn't expected, was how nice it felt to hold her. He had thought of her every day since her time travel. And as the days had turned into years he only missed her more. He's had a lot of time to think about their relationship, their friendship. She was, of course, his best friend. Though no matter how much he tried keeping his thoughts on their friendship, he always came back to the thought that they could be more. Before his regeneration he had definitely thought of her in that way and maybe she had too.

What if he just told her? He didn't want to waste any more time. But she probably didn't feel the same about him. Not after his regeneration. He wasn't very good with voicing his emotions either. But, what if she did feel the same? What if he told her and she then wanted to stay here with him? He wouldn't want that for her, but he did want it for himself. He couldn't deny the fact that he wanted her to stay with him. After all, he's not very good at being alone and he's very selfish.

She snuggled closer to him. Even though he wanted to, they couldn't stay this way all day. With great reluctance he carefully slid his arm out from underneath her. He threw back the blanket and stood, switching on the light. As he made his side of the bed, Clara finally stirred and mumbled as she pulled the blanket tighter round her.

"Good morning to you too," the Doctor said, smiling as he sat down next to her. "How are you feeling?" He asked as she tried to supress a yawn.

"Better than yesterday, thanks." She closed her eyes sleepily.

He stared at her for a moment, thinking how beautiful she looked. She pulled the blanket up underneath her chin, a few hairs falling over her face at the movement. Without thinking, he slowly reached down and tucked the stray strands behind her ear. Her eyes opened and stared at his as his hand came to rest on her cheek, thumb softly tracing the small bump above her brow.

"Clara, I…" He swallowed, the fear of rejection suddenly creeping up on him. "I've missed you," he almost whispered. Not what he wanted to say but it was the best he could muster now, and it was true.

His gentle touch caught her off guard. There was a time when she wondered if he even knew how to be gentle anymore. This incarnation of him was more the cold and calculating type than the friendly, emotional type. Yet the way he touched her now, the way he looked at her the same way as he had last night. As if she was so delicate. It made her wonder if maybe he cared more about her than she thought and that made her heart beat just a little faster. She didn't quite know how to react to this new side of him though. She smiled shyly.

"I haven't seen this side of you, Doctor. You've changed," she laughed nervously.

He almost flinched at her words. She might as well have called him an old man. Of course. He had changed. Before his regeneration he was young and handsome and now… He's an old man now. How could he think someone as young and beautiful as Clara would want an old, grumpy man? He schooled his features, knowing that she already saw his small smile disappear at her words. Turning away from her, he reached for his boots and pulled them on.

She frowned at his sudden retreat, once again immediately missing his touch. She sighed and sat up as he spoke.

"We can go get some breakfast," he said quietly over his shoulder as he stood.

* * *

They hadn't spoken again until both had sat down opposite each other, food trays in front of them. Clara pulled a face as she moved the bland, dull food around with her fork.

The Doctor smirked. "It tastes better than it looks." He stabbed at a piece of what appeared to resemble meat and popped it into his mouth.

Taking a bite, she found that the strange food didn't have much taste. "What is it?" She asked after swallowing.

He paused with his fork halfway between his mouth and plate, looking first at her then at his fork, frowning at it. "You know, I'm not entirely sure." He eyed whatever was on his fork closer.

Raising an eyebrow, she couldn't help but think how attractive he looked at the moment. Probably the way he bit his lower lip, or maybe it was the beard. She scolded herself internally. "It looks kind of like beef," she said, wondering if he had seen her staring at him.

"No, I think it's some kind of vegetable," he murmured before biting down on it. "We haven't had meat in a while. We don't have access to the farms anymore, don't even know if those outside the City are even still alive." His voice was grim.

"They were attacked too? I didn't even know there were people living outside the City."

He shook his head. "Not many. Mostly farmers, miners… The land outside is resource rich, but it's not easy getting to it. They stopped brining in new supplies about, four years ago, I think." He pushed the remainder of food around with his fork. "We've been trying to grow our own food down here ever since, but it's not easy. How do you think we're doing?"

She looked at the food in her tray. If she wasn't so hungry she probably wouldn't have eaten it. "Bit tasteless, to be honest."

The Doctor pushed his empty tray to the side, resting his folded arms on the table. "Yeah," he murmured. He felt guilty that she had to be here in this situation. He stared at her, waiting for her to finish. Each time she looked at him he would quickly avert his gaze, hoping that she hadn't caught him staring. A small part of him hoped that she did notice though.

"So," she began as she too moved her empty tray to the side. "Are you going to tell me what I missed?"

Her question was innocent, he knew. But the answer wouldn't be. He would tell her, of course. Just not everything. "Walk with me," he took both trays and stood.

She waited for him to hand in the trays and followed him out into the hall. He seemed nervous all of a sudden. She placed her hand on his arm, stopping them both. He stared down at her as she went to stand in front of him.

"What is it, Doctor?" She knew he was trying to figure out how to say it.

"Clara…" He just had to tell her. Just say it. He stared at his boots.

She squeezed his arm. "Yes?"

His eyes met hers, a mixture of sadness, shame and guilt in them. "Clara, we can't go back to Earth."

"Not now, yeah? We have to help these people, like we always do." She smiled at him.

"No, Clara." He shook his head sadly. She frowned at him, not sure where he was going with this. "I don't have the TARDIS anymore," his voice was quiet. He looked away, biting his lower lip.

She regarded him, starting to understand what he meant. "That's why you didn't time travel. You've been stuck here for seven years, stuck in this war." He nodded slowly. She felt sorry for him. He wasn't supposed to fight a war, he's not a warrior. Yet for the last seven years that's what he's been doing. That must be why he's acting so strange, this war has changed him.

"I'm sorry, Clara." He whispered. "Until we get the TARDIS back…" He opened and closed his mouth, trying to get his words right. "I think the TARDIS is in the Citadel. If we can help win this war and get to the Citadel, only then can I take you home." He was determined, but deep down he was unsure if they would ever accomplish that.

Clara smiled at him and placed her hand on his jaw. The hairs were softer than she expected as she rubbed her thumb over them. He seemed a bit shocked at the contact, but didn't pull away. Instead he leaned into her hand a little, letting out a small sigh.

"Then let's go help people, like we always do," she said softly.

* * *

 _I'll try to upload every two or three weeks._

 _Until then, I have loads of tests to study for *cries on textbooks* so cheers_.


	6. Chapter 6

_Sorry that this one is shorter than the rest. I tried getting ahead of this so that I could update more frequently._

* * *

Chapter 6: He's Trying to Show You 

He had told her everything. Rather, enough for her to understand what was going on. She was certain he was still hiding something. She didn't want to push him into telling her though. But what he did tell her, made her shudder.

The war has been going on for more than seven years, she knows that. In that time, no one has come forth as the leader of the attackers. Usually the reason for a war is clear. Resources, politics, power, revenge. Yet no one knows the reason for this one, and no one knows who is controlling the Hollow Men.

The Hollow Men. Captured people being controlled to fight for whoever started this war. From what the Doctor told her, they sounded really creepy. They were fast, strong and nothing that stopped normal people could stop them. They made her think of some kind of zombie. And their blank, hollow stares. Disturbing.

 _"_ _So if they can't be stopped, how do you get away from them?" Surely there had to be a way to stop them._

 _"_ _We try to outsmart or outrun them and hope that it works," he didn't look at her, suddenly appearing uncomfortable._

 _She raised an eyebrow. "And if it doesn't work?" She thought she saw shame flicker over his face as he sighed._

 _"_ _Then you find yourself in a very bad place." His words were quiet._

Bad place. Because you can get killed or captured? Or because you have to do something you don't want to? He quickly changed the subject after that, clearly not wanting to talk about Hollow Men any longer. She knew something was troubling him greatly and if he kept it buried it would only continue eating away at him. Hopefully he'll tell her before that happens.

He had told her more about Aera and some of the others as well. She was glad he hadn't been alone all this time. They sounded like good people too. She could tell he cared for them, so when he had to go help transport supplies she decided she should help out as well.

So she came to the medical facility, helping Aera clean the equipment. For some reason she had thought someone working here for the last seven years would be more, negative, worn out and without hope. But Aera hadn't lost hope yet, she was positive and energetic.

"I'm glad you're back, Clara." Aera said as they worked.

"You say that as though you know me," Clara smiled.

Aera chuckled. "I do somewhat. There were times the Doctor wouldn't stop talking about you."

"Oh?" Came Clara's surprised voice.

"Yeah, he went on and on about your adventures and everything." She grinned at Clara. "Don't worry, he spoke very fondly of you."

"Huh. Doesn't really sound like him." Not really.

Aera looked up from her cleaning, "What do you mean?"

"I don't know," she shrugged, "he's not really the chatty, sharing type. Unless it's about technology or stuff I don't understand, then he can't shut up." She laughed.

"Well, when he wasn't talking about you he was busy telling my daughter stories. Or complaining about Marx, my husband, for not listening to him."

The Doctor had told her about Marx. Rather, grumbled about him. "That sounds more like the Doctor I know. He hates it when he can't be in charge." She smiled sadly. "How old is she, your daughter?"

"Taylor is almost eight. Born a month before the war started."

"Must be hard with you being so busy and all." Clara could only imagine how difficult it must be to raise a child during a war.

Aera sighed. "It's not ideal, no. But I've had some help." She smiled. "The Doctor helped a lot actually. Taylor adores him," she laughed.

"Really? I know that deep down he likes children, but I didn't think he'd help raise one." He kept surprising her with every story she heard.

"Sounds like you think he's changed," Aera looked at her curiously.

"Oh, I think he did," Clara laughed. "He's been acting strange around me as well."

"Strange how?"

Clara thought for a moment. He's been more… affectionate towards her. Like when he took her to her room, and this morning. "I don't know. He's acting in ways I don't really expect from him. Doing things, he doesn't normally do. More, warm, for lack of a better word." Small things she didn't expect from him. Maybe Bowtie, but not from this face.

Aera stared at her, starting to chuckle. "Oh, Clara."

"What?" She frowned, not getting what there is to chuckle about.

"He loves you," Aera said.

Clara stared at her. "No," she laughed. As much as she wanted it to be true, it couldn't be. He had said it himself, after his regeneration. He didn't see her that way anymore.

"He doesn't know how to say it, Clara. So he's trying to show you." Aera looked at her seriously. "Yesterday, he found you right? How did he know you came back?"

"He said he was nearby when he heard me," Clara stated plainly.

"And did he say why he was nearby?" Aera inquired.

Clara hesitated. "No." He was probably busy with something. Surely he didn't…

"He's been going to that market every day since that first attack. Going there every day, hoping that you'll be there." Aera saw the realisation hit her. "The times he couldn't go he made sure someone else went, just in case. Clara, he waited a long time for you. And now that you're back, I guess he doesn't want to waste any more time."

Clara was still. "I had no idea." Her voice was quiet. He had told her how dangerous it was to be outside. Yet he risked it day after day, alone, just for her.

"He hasn't changed, Clara. People don't change. Over time we just, learn who they really are."

If this was true, which she really wanted it to be, then she had to see him She had to go talk to him. She needed to. "I think I have to go," she hurried to the door.

Aera nodded, "I know."

* * *

 _Screw studying *angrily glares at textbooks*. Just kidding, I want to pass. Next chapter should be up within a week._


	7. Chapter 7

_Finally..._

* * *

Chapter 7: How Could I Not?

It was late when he finally headed back to his room. He had no idea where those supplies suddenly came from. He was sceptical about them in the first place, he didn't think they were really supplies. Not all of them anyway. He didn't ask questions, not this time. He wasn't in the mood for another argument with Marx.

Most of the crates had to be taken to their facility just south of the Citadel. Transporting the crates that far was hard work. Dangerous too. They used the old sewer system, it was safer than the surface. Only just. The Hollow Men don't come that far down often, but when they do… If they corner you down there you're a goner. He was just glad the place didn't smell anymore.

Opening the door, he stopped as he entered. He didn't expect to find her, curled up in his bed again. A nice surprise for once. Smiling, he walked over, quietly took off his boots and slid in underneath the covers. He switched off the light and wondered if he should dare to hold her again. He really wanted to, yet he was still scared of how she might react.

She woke at the click of the light switch. She must have dozed off while waiting for him to come back. They needed to talk about some things, but now she wasn't so sure if it was the best way to handle their relationship.

Staying quiet, she felt him move closer to her until their shoulders touched. She smiled, knowing now his reason for everything. After he had told her he wasn't her boyfriend, she didn't think he would ever try to move their relationship along. There were times when she wanted him to, times that she even tried to do exactly that. But every time he was oblivious to it. Or was he really?

She sighed and turned into him, resting her head on his shoulder and her hand on his chest. For a while he didn't move, then he wriggled his arm out from under her. The thought that he was moving away from her hurt her. Was it too much, too soon? She had hoped they could finally move things along now, finally be together.

Then she felt his arm around her, slightly pulling her towards him as he rested his head against hers. In that moment she felt safe. No worries. The fact that they might not ever get back to Earth didn't scare her anymore. She would be fine, as long as she was with him.

The next morning, she woke up before him. It was strange, he normally didn't sleep that much and when he did it couldn't even count as a nap. She sat up, not wanting to wake him yet, but not wanting to sit in the dark either. Hopefully he wouldn't wake. She flicked the switch, doing it slowly so as not to make a sound. He must be really tired for the light not to wake him. She took the opportunity to observe him in the dim light.

Even while sleeping he looked tired, the shadows under his eyes lighter than before but still visible. She noticed a few small marks, feeling the raised skin under her fingers as she lightly brushed over one on his cheek. Scars. She smiled sadly. He's been through a lot and it still isn't over. He stirred as her fingers wandered to his bearded jaw. It really did suite him.

He opened his eyes, seeing her close to him. She brought her hand back to her lap.

"Sorry, didn't mean to wake you," she whispered sheepishly.

He cleared his throat, propping himself up on one elbow. "Don't worry about it. I uh, should have been up a while ago." His voice was still rough from sleep. He was glad she couldn't see the blush slowly creeping over his face.

* * *

After another meal of unknown, tasteless food, they wandered aimlessly through the endless corridors. She wanted to talk to him about their relationship, but she couldn't find the right way to begin that conversation. So for the moment she was content with listening to him grumble about Marx.

"Doctor!"

They spun around to see a little girl running towards them. She looked overly excited, waving her arms in the air as she ran.

"Taylor," the Doctor smiled as he bent down. She ran up to him, already halfway through her story. "Whoa, slow down. My old ears are too slow to hear what you're saying," he laughed.

"You have to come help, Lucy is broken again." She pouted and crossed her arms.

"Oh? You play too rough with your toys, do you know that?" He smirked as she denied his claim. "Alright, I'll fix your toys. Are they in your room?"

"Yes," Taylor said immediately. She grabbed his hand and dragged him to her room down the hall, Clara following close behind.

Inside, she pointed to a small pile of toys in the middle of the floor. The Doctor sat down next to the pile and Taylor joined him, sitting tightly against him. Clara stood in the doorway, watching them as they spoke in hushed tones while he set about fixing her toy. She smiled. He looked so happy, younger even, as he whispered nonsense to the little girl with long, dark hair.

"Is that Clara?" Taylor whispered in the Doctor's ear. She peeked around him at Clara who gave her smile.

"It is," he whispered back. He knew she was extremely shy around people. Except those she knew, then she can't stop talking.

Taylor glanced at Clara again, then leaned closer to him. "She's very pretty."

He grinned as he looked at her. "I know," he whispered and gave her a wink. She giggled, showing her teeth as she did.

"Right," he said as he finished with her toy. "Good as new, Taylor. It'll probably last a week with you, though." He groaned, standing up.

"Thank you!" She picked up the toy and started playing with it, lost in her own world.

He walked out, closing the door halfway behind him. He saw Clara, arms folded and smiling. "What?" He asked defensively.

She shook her head. "You. That was sweet. I'm not used to seeing you like that." It was true. And now as she spent more time with him, her love for him grew. If that was even possible.

He shrugged. "She only needs me to fix her toys," he said as they started walking slowly back the way they came.

"So, do you really think I'm pretty?" She nudged him playfully. He stopped and sighed, looking at the floor. She turned, standing in front of him, curious. She smiled as she saw him blush slightly. He could be so shy sometimes, she adored it.

So she had heard that. He looked up at her. Those big, beautiful eyes. That sweet smile of hers. Just some of the things he loved about her. "How could I not?" he whispered.

She blinked. All those times he didn't comment on the way she looked. All those strange remarks about her appearance. She thought he didn't notice, that he didn't see her, but he did. Her smile widened.

It was then that she noticed how close they were standing to each other. He smiled down at her. A small smile, so open. She stepped closer to him and he leaned forward a bit. The way he looked at her now, she could finally place it. It was love.

She closed her eyes as he started leaning in again. She felt his hot breath on her skin, followed a moment later by his cool lips on hers. It was a shy kiss. Careful, but tender. For her it was perfect. Then suddenly it was gone.

"I, um…" He started. She frowned at him. He most likely looked like a deer caught in headlights right now. He turned away from her, feeling the heat rise in his face. "I, that was… Um," he stammered. Why did he do that? She probably wants to slap him now. Stupid, old fool.

"Nice."

He gawked at her. Did she just say…? He opened and closed his mouth, at a loss for words.

"That was nice," she repeated with a reassuring smile. He continued to stare at her. Placing her hand on his shoulder, she stood on her toes to press her lips against his. He hesitated, then finally relaxed against her. He bent over slightly so that she didn't need to stand on her toes any longer. She felt his fingers brush against hers while his other hand rested gently on her cheek as he deepened the kiss. Like the first one, it was shy and tender, and over too soon. Interrupted this time by the wailing of a siren.

"No, no, no…" He stepped away from her. Why now? Why at all?

She took hold of his arm as he looked around them. "Doctor, what is it? What's going on?" The last time she heard that siren they were attacked.

"They're attacking a facility," he whispered. Luckily not this one, but still. He looked down at her, grabbing her by the shoulders.

She could see the fear in his eyes. It scared her.

"Clara listen to me," he said quickly. "I have to g- "

She shook her head, "No. No, you can't." She didn't want him to go. He couldn't.

"Clara, please. Just listen." He waited for her to respond. Finally, she nodded. "Those people need all the help they can get."

"Then I'm coming with you- "

"No!" He winced inwardly as he saw her flinch. "No," he repeated softer. "I can't… I can't lose you again." He tightened his hold on her.

She stared at him. He was more scared than she realised. Scared for her as well. "Promise me you'll come back." She kissed his cheek and waited for his answer. He took a deep breath and nodded, determination replacing the fear in his eyes. She watched as he passed her and ran down the hallway. "Be safe," she whispered.

* * *

 _This is my first time writing Whouffaldi so please review and let me know what you think :)_


	8. Chapter 8

_Sorry for the wait. I've had a terrible week full of assignments, exams (including one on Saturday, which is just cruel), my computer crashed two times and now I'm sick in bed :\  
_

* * *

Chapter 8: Breaking a Promise

He was scared. He's seen enough of these attacks to know they didn't end well. All that you can do is try and get as many people out while evading the Hollow Men. It was easier in the beginning, you just had to not get shot and if you did then you had to buck up and get to safety. These days, with little to no ammunition for firearms, the Hollow Men got up close and personal which meant you had too as well.

Of course he had his staff with him and his sword for when things got out of hand. Over the years he's become proficient with them, yet it didn't mean he liked using them. Sure a staff was better than a gun, but where he could always find a way other than firing the thing he couldn't do that anymore.

The problem was the sheer numbers of Hollow Men. As their own numbers decreased, and there weren't that many of them left, the number of Hollow Men increased. The _real_ problem was that the Hollow Men were impervious to pretty much anything. It takes a hell of a hit to knock them out, and even more to keep them down. They could be slowed, but if they were still able to move they would keep coming.

He held his breath as the door opened. How he got separated from the others he didn't know. And now here he was, alone, trying to hide from three Hollow Men. He could hear one coming closer to the crates he was crouched behind. He was certain that they could hear the rapid beating of his hearts.

Normally he wasn't this scared when Hollow Men trapped him. But now that Clara was back he couldn't stop thinking about what she would do if he didn't make it. Now that he knew she wanted to be with him, that she felt the same. The time here without her was hell, and he didn't want her to be stuck here without him. He made a promise to her that he'll come back. He gripped his staff tighter, his knuckles turning white. He intended to keep that promise.

The crate suddenly shot towards the wall as the Hollow Man kicked it. He grunted as the force of the crate slammed him against the wall. He scrambled up and dodged the Hollow Man's grasp.

Running further into the darkness of the storage room, he tried thinking of a way to get out. He couldn't just go for the door because of the Hollow Men. He needed something to hold them here so he could get away. He crouched behind another crate. Something heavy, he needed something heavy to pin them down. He stared at the metal shelves in front of him. That could work.

The Hollow Men slowly approached the spot they had seen him run to. They neared the stack of crates. Their faces remained blank as they peered behind the crates and saw nothing. There was a thud and one of them stumbled towards the other.

The Doctor jumped in behind the metal rack and pushed. He groaned as it toppled and fell, falling on the two Hollow Men and trapping them to the floor. It won't take them long to get out from under it and the one he hit with his staff was already pushing against the metal. Time to go.

He made a break for the door, the other Hollow Man still lurking somewhere. Probably about to-

He clutched at the hands tightening around his throat. Staring into the empty eyes in front of him, he tried getting his fingers between the Hollow Man's hands and his throat. The Hollow Man increased the pressure. He could hold his breath for quite a while, but a crushed throat was not going to help him.

He gripped the fingers and pried them as far back as he could. Bringing his leg up he kicked the Hollow Man in the chest and he let go, stumbling back. He coughed painfully, his throat raw from the pressure.

The Hollow Man came at him. The Doctor thrusted his staff into the man's chest and heard the sickening crack of bones breaking. He kicked the Hollow Man's feet from under him and barged through the door as the man fell.

He ran down the empty corridor as quietly as he could, not wanting to attract more attention. The Hollow Men were much more aggressive than usual. They normally tried to knock you out and take you back to the Citadel. If he hadn't done what he did that Hollow Man would have crushed his throat completely and killed him, regeneration aside.

A chill travelled down his spine as a scream echoed through the corridor and got cut off. The Hollow Men aren't recruiting anymore. They're killing.

He stopped as he rounded a corner and saw a Hollow Man standing over a body. The Hollow Man turned and stared at him. _Great._ He charged at the Hollow Man and swung his staff, hitting him hard and the man fell. Using the few spare seconds, he quickly felt for a pulse but found nothing on the lifeless body. He disappeared around the next corner as the Hollow Man stood up.

Following the sound of shouts, he reached the canteen. He ran for the door, catching a glimpse of a couple of Hollow Men coming down the other hallway towards him before he burst through the door.

"They're coming from this side!" Everyone stopped momentarily to look at the Doctor as he started pushing one of the tables up against the door. Those who weren't busy barricading the doors on the other side of the canteen came over to help him while the rest increased their effort to get the injured through a service hatch in the floor.

"Any survivors?" A man asked him as they pushed the table against the door just in time.

"No," the Doctor said grimly. He went over to the trapdoor where Gruber was orchestrating the evacuation. "Where's Marx?"

"He'll join us in the tunnels."

The barricaded doors shook as the Hollow Men tried gaining access into their temporary shelter. By the looks of it, it won't take them long.

"He better, he has to seal the entrance."

They actually had a plan for a circumstance like this. If a facility were to be overrun the plan was to get as many people out as they can and into the tunnels underneath the facility. The tunnels were dark and maze like, easy to get lost in them. But they knew where they had to go. One of the tunnels linked up with the sewer system which they could use to get back. The entrance of that passage needed to be sealed once everyone was through to keep out the Hollow Men. And the one who had to seal it, was Marx.

The Doctor helped a woman up and guided her through the trapdoor, following those in front of them.

It was quiet in the tunnels, the only sound coming from boots splashing through water puddles and the exhausted breaths of those around them. Only a few hundred meters to go.

The Doctor looked over his shoulder, seeing Gruber and the last couple of men bringing up the rear. In front of them weren't that many people, but he had no idea how many had already made it to the passage. He heard other voices behind him and glancing back he saw that Marx and a few more men had joined them from a side tunnel.

The woman next to him faltered and he stopped. He held her upright as she struggled to breathe. Probably a few broken ribs. Through her laboured breaths though, he heard something else. Those weren't their footsteps, there were too many. His eyes grew wide.

He grabbed a man passing them. "Take her and run," he hooked her arm over the man's shoulder. The man gave him a frown. "I said run!" He watched as the man set off, the woman in his arms, quicker than he would have been able to.

Screams sliced through the cold air. The Doctor spun around, unsheathing his sword in time to parry a blade coming for his neck. _Fantastic_ , this one has a weapon and he knows how to use it.

He struggled to keep up with the Hollow Man's attacks and he fell backwards. The Hollow Man came for him as he scrambled up. Someone grabbed him from behind. He hissed as his wrist got twisted, his sword clattering to the ground. His staff was still in his left hand though, and he quickly used it to push the Hollow Man in front of him away.

Another Hollow Man came up to him, ripping his staff from his hands. He cried out as his own staff connected painfully with the side of his head and he fell to the ground, the two Hollow Men on him. Out of the corner of his eyes he saw Marx get knocked off his feet, something small and cylindrical flying from his hand and rolling over to him.

"Doctor!" Marx shouted. "Press the button!" He grunted through the punches. "It seals the hatch!"

The Doctor struggled to reach for the device as he frantically tried holding back hands reaching once again for his throat. For his efforts he received a fist to his jaw. He turned, trying to hold back the attackers. He reached for the device again and his fingers closed around it.

A Hollow Man lifted him up and slammed him against the tunnel wall. The air left his lungs and he gasped. Pinned up against the wall he could see the others around him as they struggled against the Hollow Men.

Everything slowed. They weren't going to make it. Glancing to his left he saw more Hollow Men coming down the tunnel towards them. To his right was the hatch that led to the sewers. The others had made it through, but a couple of Hollow Men were already making their way over to it. They had to seal the entrance. He looked down to the device in his hand. _He_ had to seal it.

This was the end. It wasn't like he thought it would be. He's going to break his promise to Clara. His Clara. At least he got to show her that he loves her. And now he knew she loves him as well. His sweet Clara. If he could just see her, one last time…

Closing his eyes, he gripped the device tightly in his hand as he remembered her, smiling at him.

"I'm sorry," he whispered and pushed the button.

* * *

 _*Ducks behind computer* Please, don't hurt me!_

 _Feel free to review though_.


	9. Chapter 9

_Sorry for the wait. I'm still sick and my assignments keep piling up. I can't even.  
_

* * *

Chapter 9: Sometimes The Only Choices You Have…

"Yeah, I saw him. Helped me get out." Tia replied.

"And after?" Clara asked as she cleaned the cuts on her shoulder.

It's been two days since she last saw the Doctor. She was worried. A few hours ago some of the wounded were brought in. She had hoped to see the Doctor among the unfamiliar faces. Safe and unharmed. But he wasn't there. So she stayed to help Aera with the injured, trying not to worry about him. She failed miserably.

"We were in the tunnels, he stayed behind with a few others. Someone else helped me to the entrance and then…" Tia trailed off as she remembered what came next.

"Yeah?" Clara could see something was wrong by the look on her face.

"There was an explosion." Her voice was quiet.

Clara stopped. They had felt the tremors from an explosion. She had hoped it wasn't at the other facility. "But you were safe in the tunnels, right?" She asked hopefully.

Tia silently shook her head. "The tunnels caved in. I was brought here after they started searching for survivors. I, haven't heard of any so far. I'm sorry."

Clara felt the emptiness in her grow. He couldn't be gone. No. He wasn't. He's still alive. Yeah, that's right. He's alive. A chill went through her. He's alive. _Buried_ alive in those tunnels.

"You alright, Clara?" Putting a hand on her shoulder, Aera turned Clara around. She gave her one look, not needing an explanation. "Go, we'll manage here."

Grateful, Clara rushed past her. She had to find someone who knew something about the Doctor. She asked a few people in the hallway, but they all tiredly shook their heads. Hurrying past a few other people she made her way to her room. To his room. Their room. She stumbled inside just before the first tears fell.

She stared at the figure on the edge of the bed. Bent over, staring at his hands clasped together in front of him. Completely failing to acknowledge her presence.

"You're alive," her voice trembled. "I thought you were… That you…" She let out a shaky breath as she neared him. He still wasn't giving any sign that he knew she was there. "Doctor?"

He flinched, his hands closing tighter around themselves.

"I thought I had lost you, Doctor."

"I'm sorry for scaring you," he whispered.

Her heart ached as he looked up at her. He was broken. Defeated. His red rimmed eyes looked so incredibly sad and lost against his dirt smeared face. There was a deep cut going down over his nose and left cheek. His clothes were torn, dirty and stained here and there with blood which she prayed wasn't his. He looked away.

She knelt in front of him. "Tell me what happened," she said softly. Whatever went on in those tunnels was eating away at him. She placed her hands over his.

He dragged his eyes away from the floor and to their hands. Opening his mouth to speak, he hesitated, shook his head and looked away again. She sighed and stood. She walked to the drawer and opened it, taking out clean clothes for him.

"Come on, let's get you cleaned up." She took him by the elbow and gently led him through the door and down the hall.

* * *

He stood underneath the water, his forehead resting against the cold tiles. Swallowing hard, he opened his eyes and started scrubbing away the dirt and blood off his skin. Wincing every time he scrubbed over an open wound or bruise. He rinsed himself, whishing his memories of the previous days could disappear down the drain along with the grimy water.

She was waiting for him outside, just in case he needed her. Whatever he needed, she would try and help him. If he hadn't already reached breaking point, he was very close. She could tell he was spent. This war was consuming him, and it didn't look like he could take much more of it.

She heard him turn off the water and after a few moments of silence he yelped in pain.

"Doctor?" She pressed her ear against the door. "Are you alright?" No answer. She opened the door a crack. "Doctor?" He only groaned in response. Hoping he already had clothes on, she entered cautiously.

He was standing with his back to her, his left arm halfway in his shirt. He must have been in the middle of putting it on when he hurt himself. She stepped closer, eyes falling on a couple of bruises and new cuts among old scars covering his back.

Gently placing her hand on his shoulder, she felt him tense. He turned slowly, looking at her uncertainly. With the dirt gone she could clearly see every bruise and cut. The circles underneath his eyes darker than before.

Wordlessly, she helped him get the shirt and his dark green jersey over his head. Thankfully he had taken care of his trousers before trying the shirt.

She offered him a small smile as she brought her hand up to caress his jaw. He leaned slightly into her touch and sighed.

They were walking back to their room when a man came up to them, smiling.

"Good job down there, Doctor," the man congratulated him and patted him on his shoulder as he walked past them.

Clara noticed the Doctor cringe, having a feeling that the man's words hurt more than the contact. She took his hand, squeezing it reassuringly. He gripped her hand tightly as they continued down the hallway.

She closed the door behind them, watching him as he stood with his back to her next to the bed. He clearly didn't want to talk about it, but if he was ever going to get over whatever happened, he needed to get it out.

"Doctor," she began cautiously.

"I can't keep doing this, Clara." He whispered. "I can't… I can't do this," he said louder, sounding desperate and frustrated as he turned to look at her. He struggled to hold back the tears forming in his eyes.

She stepped closer to him, speaking softly. "Tell me what happened." He took a deep breath and sat down on the edge of the bed. She sat next to him.

"It was a bomb." His voice was quiet. "We were, almost at the entrance when, the Hollow Men caught up to us. Marx was supposed to seal the entrance, to keep the Hollow Men out, but… It was a bomb instead. Blew up the entire facility, killed all the Hollow Men. I don't even think all the others made it out in time." The tears threatened to spill, his voice trembling. "And I, I'm the one who set it off." He buried his face in his hands.

She watched him, carefully placing her arm over his shoulders hoping that it'll offer some degree of comfort since she didn't know what to say. He hated taking lives, she knew. And this time he didn't even know that was going to happen.

The Hollow Men were being controlled. In a way they were innocent, being forced to do things they would never do. He understood that. Others might think that the Hollow Men are monsters, but for him they were still people desperately in need of help. For him, he killed innocent people. How can she say or do anything that will take his pain away?

"It's not your fault, you didn't know about the bomb," she tried even though she knew he will keep blaming himself.

"Even if I knew… There wasn't any other way out of it." His voice cracked. "I still would have done it, Clara. I tried looking for another way out but, there just wasn't."

She thought back to something he had said to her. On the beach, after the Orient Express. She pulled him into a tight embrace, his thin frame trembling. "Sometimes the only choices you have, are bad ones. But you still have to choose."

He clutched at her, hiding his face in the crook of her neck. "How can I be a good man, when all the choices I make are bad?"

She stroked the back of his head, his hair still damp from the shower. He wasn't going to stop blaming himself. "You try to be."

* * *

 _I think I'm getting writer's block, this chapter was hard :/_

 _University also isn't helping..._


	10. Chapter 10

_Yeah, that "getting ahead of this" thing didn't work out... Meh  
_

* * *

Chapter 10: This Time I'm Coming with You

He coughed, the dust falling on him as the bright light cut through the darkness.

"He's alive!" Someone shouted from above.

Dragging himself towards the opening through the narrow space, he tried reaching for them. A hand grabbed his arm, pulling him out of the rubble. Another pair on hands joined in, hauling him towards them.

"That's it, breathe. You're out."

He tried sitting up, coughing and gasping for air. He wasn't claustrophobic, but he wasn't keen on being trapped in a dark confined space.

Looking around he saw the devastation around him. Large parts of the tunnel had completely caved in. People were digging at the rubble, working to find other survivors. They had put up a few lights, using torches where they were digging.

Turning on his side, he pushed himself up. Everything hurt. He didn't even remember what happened. He knew there were Hollow Men, they had caught up to them. Next he knows is he's trapped underneath that pile of rubble.

He saw Marx explaining something to a few people close to the entrance. He frowned. Why is the entrance open? Shouldn't it have been sealed? Wait… There was an explosion. That's what made the tunnel cave in. But why blow up the tunnel to seal the entrance? He started in the direction of Marx. Two men walked past him and what he heard from their conversation enraged him.

"Ah, here he is now," Marx announced as the Doctor walked up to him. "Glad to see you surv-" a fist connecting with his jaw silenced him.

The Doctor grabbed Marx by his collar and pushed him back against the tunnel wall. "Why did you this?" He demanded.

"I didn't know you could punch that hard, Doctor." Marx mocked as he rubbed his jaw.

"Shut up!" He growled through gritted teeth, stepping closer to Marx. "Why did you do it?"

Marx only stared at him. "Do what?"

"Stop acting stupid, you blew up the facility." He was going to lose control. Well, maybe he already had when he hit him. "Do you know how many people died in that explosion? Do you even care?" He shouted, rage boiling up in him.

Marx laughed. "Looks like the blast scrambled your brain, Doctor."

"What are you talking about?" The Doctor glared at him.

"I didn't kill those people." He smiled slyly. "I'm not the one who pushed the button."

With those words the memories came flooding back. Images of the Hollow Men around them, the detonator rolling towards him, his finger on the button. Marx was right, he was responsible for their deaths. His grip loosened and Marx easily pushed him off.

He turned, staring back at the mass in front of him. Their blank eyes boring into him. He took a step back.

 _"_ _Doctor"_

They slowly made their way forward. Their faces were as void as always, yet somehow he saw fear in them. His breathing quickened as he took another step back, feeling the cold tunnel wall behind him.

"I'm sorry," he croaked. "I… I'm sorry."

 _"_ _Doctor"_

They kept coming, surrounding him, closing in on him. He didn't know what to do. He pushed himself flat against the wall.

"Please," he was terrified. "Please, don't." They were on him now, their cold hands on his skin. "No, please. I'm sorry!"

"Doctor!"

He jerked awake, his eyes frantically searching the room before settling on the two brown ones in front of him.

"It's over now, it's over." She kept one hand on his chest, the other on his cheek as she tried calming him.

His breathing deepened as it slowed. He sat up, her hand moving from his cheek to his back, steadying him.

"It looked so real," he whispered.

She rubbed his back soothingly. "I know."

He enjoyed the movement of her hand. Then he realised what she had said and frowned at her. He had worried about this sort of thing happening. "You saw?"

She nodded, "Yeah." She took his hand as he closed his eyes, sighing.

"Telepath. Sorry, it happens sometimes." Her hand on his back slowed.

"You don't have to apologise."

"And you didn't have to see that." He looked at her sadly. "I didn't want you to see that, Clara."

She could handle what she saw. But what she felt. The fear and anger. Anger he tried guiding towards Marx, but at the end directed it towards himself. The raw pain and guilt. It was too much for her, so she was glad. It gave her some understanding as to what was going on inside him. He moved away from her, bringing her out of her thoughts.

"Where are you going?"

He stopped a few feet from the door and looked back. "I don't want to wake you again."

"You need rest," she tried, but he didn't answer as he walked out.

* * *

"Did you know?"

Gruber turned, facing the Doctor. "If I did, I would have told you." He continued his path down the hall, the Doctor following him.

"The supplies we took to the facility, the day before. It was the explosives, wasn't it?"

Gruber glanced at him. "It would seem so."

"He knew about the attack." They stopped. Gruber looked at him.

"How?"

The Doctor ran his hand through his hair. "I don't know." Gruber snorted and started walking again. "Somehow he knew they were going to attack that facility. So why didn't he evacuate everyone before it happened?" He called out after Gruber.

Gruber stopped. "I don't know his reasons, Doctor. But listen, I'm on my way to the War Room now. I think you should come too. Marx supposedly has a plan."

* * *

"Are you mad?" He finally said.

Everyone in the room waited for Marx to reply, the friction between the two no secret. Marx looked at the Doctor, lifting an eyebrow.

"We don't know how many Hollow Men are in the Citadel. We could be overrun and it'll all be for nothing." He kept his voice as level as he could.

"No, but thanks to you we know there will be a lot less than usual." Marx smirked.

The Doctor stared at him, working his jaw as he took a deep breath. He stepped closer to Marx.

"And how do you know how many there usually are? The same way you knew about the attack on the Southern facility?" He lowered his voice as he stopped in front of Marx. "Why don't you tell us how you knew about that?" He turned to the rest of the room, "I'm sure everyone would like to hear why you knew about it, yet failed to evacuate the facility."

Marx grabbed him by his arm, silencing him. "Do not test me, Doctor." He whispered. They stared at each other before Marx turned away.

"This is the first opportunity we have to take the fight to them," he addressed everyone. "It might be the only one we get. If we succeed, this war will be over."

The Doctor scowled at him as he continued his speech. The chances of them succeeding weren't great. If they had more men maybe, but it was a huge risk to take. If only they could get word out to the Eastern facility. A small facility, but if they had any hope of taking on the Citadel they could use all the help they could get. He looked up as everyone started to leave, Marx's speech over.

"Say your goodbyes, Doctor. You leave in two hours." Marx pushed past him, the Doctor glaring at the back of his head.

"Probably not a good idea to take him on like that in front of everyone," Gruber said next to him.

"He's hiding something." The Doctor rubbed his eyes, sighing. "I might have missed part of the plan, fill me in would you?"

Gruber shook his head. "You're with me. We're going to have some fun with the generators," he smiled.

* * *

"Don't tell me you're leaving again." Clara folded her arms in front of her, waiting for his answer. The Doctor picked up his sword belt and started fastening it around his middle.

"Clara-"

"I'm coming with you," she said quickly.

"No. We're going to the Citadel, Clara. I don't want you anywhere near that place, it's too dangerous." He frowned down at the belt, struggling with it.

She neared him, taking the belt from him. She felt his eyes on her as she fastened it for him.

"You need my help," she said softly, looking up at him.

"Clara, if something happened to you I would never be able to forgive myself." He shook his head "I can't-"

"And I can't lose you. I can't go through that again, Doctor. I really thought I had lost you." She cupped his jaw. "This time I'm coming with you."

He closed his eyes. Why did she have to be so stubborn?

"Clara, please. Please just, stay here." She opened her mouth but he cut her off. "For me." Reaching up he took her hand in his, kissing her fingers softly. "Promise me you'll stay here."

She stared at him. "I don't want you to go," she pressed herself against him, hugging him to her.

He wrapped his arms around her, wincing at the increased pressure on his side, but not wanting to let her go. "I have something for you," he whispered in her ear. Pulling away, he made his way to his drawer. "Close your eyes."

"Doctor, if you're going to leave while my eyes are closed…"

"Just close them."

She watched as he rummaged through what little clothes were inside and closed her eyes.

He muttered to himself as he collected all the pieces, searching for something to write with. Finally, he found his little stub of a pencil and bent over it. After he finished he glanced at her, happy to see she still had her eyes closed and placed the papers on the bed behind her.

"You can look now," he said next to her. He pointed to the bed and stood back, watching her pick them up. She looked at him questioningly before returning her attention back to the yellowish paper at the top. "I had some free time here and there, so I kept myself busy."

She stared at the paper in front of her. It was a sketch. A beautiful pencil sketch of her laughing, made to look as if she's looking at the viewer. "It's beautiful," she whispered, putting it carefully at the back before she looked through the rest of them. She stared at them, each one adding to the tears in her eyes. They were all of her, perfectly recreated from memory, capturing a feeling of warmth and joy.

The last one was recent. In it she was sleeping, smiling as if enjoying a dream. He must have drawn it after she came back. Her eyes fell on the writing underneath it. Not his usual handwriting. This was written with great care, the letters flowing and slanted neatly, forming words that whispered their meaning to her.

 _Clara,_

 _I would do anything for you,_

 _but I also care for you too much_

 _to let anything happen to you._

 _I'm sorry,_

 _The Doctor_

"Oh, Doctor…" She smiled and looked up. But he wasn't there.

* * *

 _I'm sad to say that there aren't many chapters remaining :(_

 _Please review, let me know what you think._


	11. Chapter 11

_A few days early and longer than usual. Don't think it'll happen again as suddenly I have a bunch of tests and assignments again :/_

* * *

Chapter 11: Trust Me

The man walked down the hall, blank eyes staring ahead as he disappeared around a corner, oblivious to the movement under his feet.

"Quickly now," Gruber whispered as he lifted the grate and climbed out.

One by one they crawled through the opening, standing watch as they waited for everyone.

"Tell me again why the ventilation shafts don't lead directly to the generators," the Doctor whispered to Gruber.

"To make it harder for intruders to get to them."

The Doctor followed them as they made their way through the empty corridors. "Suppose it would have been better if we weren't seen as the intruders."

"Quiet!" One of the men hissed as they neared a juncture. He looked down the adjoining hallway and motioned for them to quickly cross it.

"How far to the generator room?" The Doctor whispered once they were clear of the other hallway.

"Should be at the end of the hall."

Sure enough, at the end of the hall was the entrance to the generator room. The Doctor couldn't believe that they hadn't run into any trouble yet. Then again, that could always change. He waited for the others to hack the door and followed them in. He didn't expect the size of the place.

The room was enormous, the ceiling a few stories high. It was like standing in an arena. A few walkways crossed above their heads, connecting the control rooms jutting out of the walls. In front of them eight massive generators stood proud, producing more than enough electricity for the building. Not for long.

"Alright gents, get to work." Gruber headed off to a ladder and climbed up to one of the control rooms, while the others started to unpack the explosives.

The Doctor went to the left of the room, clambering up the ladder there. He entered the control room through the floor, hauling himself from the ladder.

"Ok…" He examined the controls before him. "This would have been much easier if I had my sonic," he murmured as he started working the controls. He missed his sonic. And his TARDIS. He had searched for her, but someone had moved his beloved blue box from where he had left her. If they succeeded today he's going to search this building until he finds his TARDIS and then he's going to take his Clara home.

Clara. She must be furious at him for leaving like that. But he hated saying goodbye and she wasn't going to let him go. He meant what he said in that message. He couldn't protect her here and if something happened to her…

Sparks flew from the control panel. That's good. For once he was trying to mess up everything. They didn't have enough explosives for all the generators, for three at the most. There was also the problem that if they got the Citadel back then they would have no generators and no power. So they wanted to cause just enough damage to temporarily cripple this operation.

Looking out the dusty window above the panels, he could see the men below fixing the explosives to one of the generators. Across from him, he could just about make out Gruber in the other control room.

He set the four generators under his control on maximum capacity and smirked as warning lights flickered on. The needles of the gauges climbed well beyond levels regarded safe. An alarm started, it's companion red light flashing annoyingly. That should do it.

Glancing out the window again, he saw Gruber waving his arms, trying to get his attention. He pointed at the generators then ducked behind the control panel.

"Take cover!" Came the warning from below.

The Doctor fell to the floor, hiding against the panel and clamping his hands over his ears. How come they didn't have a remote detonator, he didn't know. The explosives detonated, the blast wave hitting the windows of the control room. The glass shattered, the pieces falling on his back.

The lights flickered as the electricity lessened. Another alarm went off, this time coming from outside the control room.

The Doctor stood, pieces of glass falling to the floor. He made his way down the ladder and joined up with the rest.

"Two generators destroyed and I believe the rest will give out some time soon," one said as they hastily made their way to the door. "They'll be coming for us now, we have to b-" a sword slid through him just as he opened the door.

The Doctor stared as his limp figure fell to the floor. The rest immediately unsheathed their swords, not wanting the same fate. Gruber pushed him back as the Hollow Men made their way through the door.

"Snap out of it!" He shouted while trying to hold off a Hollow Man.

Drawing his own sword, he teared his eyes away from the body on the floor. He didn't even know his name. If he had opened that door, it would have been him lying there.

"Doctor!"

He looked up, seeing the wide arc of the blade coming for him. It rang off his own sword, the wielder crashing into him. The Hollow Man aimed a kick at him. Too slow, he felt the impact against his right side and he grunted. Probably cracked his rib. Ducking from the sword coming once again for his head, he swiped at the Hollow Man, drawing blood.

As he came up next to his attacker, he noticed movement out of the corner of his eye. He looked, just in time to see the heel of a boot coming for his head. Why always for the head?

He came to, slumped against the wall. The blood from the gash above his eye where the boot had hit him trickled down his face. Blinking up, he saw the Hollow Man standing in front of him. Huh, this one had an axe. He hadn't seen one with an axe in a while. The man swung his arms back, readying to strike.

It never came though. Staring up at the man, he frowned at his sudden hesitation. Then the man lowered the axe and grabbed him by the collar, lifting him to his feet.

* * *

They were six. Six of them who had to create a distraction by messing with the generators. Now, only three of them were being led through the Citadel. For some reason the Hollow Men didn't kill them all, they just suddenly stopped, disarmed them, bound their hands behind their backs and here they are. Someone else he didn't know, Gruber and he himself were all that's left of their little team.

He heard a faint explosion somewhere in the building. Doesn't sound like their distraction worked. Sure, ten or so Hollow Men came for them, but Marx underestimated the number of Hollow Men still in here.

The Hollow Men around them stopped. He heard it too. Fighting on the other side of the door next to them. One of the Hollow Men went to open the door.

The Doctor ducked as the door flew off its hinges with a bang, taking two Hollow Men with it.

"They're here!" A man on the other side of the breach shouted.

He looked up, seeing a small group coming through the gap, jumping at the Hollow Men. Someone pushed him from behind and he tripped over the scattered debris, falling face first. A dark wooden staff fell in front of him and he frowned. That's his staff. He felt someone tug the ropes around his hands. Once he was free he jumped up, turning to see his saviour.

"Clara?" Came his surprised voice. "You promised not to come!"

"Technically I never answered you," she picked up the staff. Suddenly he grabbed her, pulling her away from the fight and ducking behind the twisted piece of metal that was once a door.

"You're getting out of here, now." He retrieved his sword, the Hollow Man having dropped it when the door flew at him.

"I'm not leaving you." Clara returned his determined look. She and Aera had rounded up a few fighters to come and help and that was what they were going to do.

The Doctor watched her stand up abruptly, swinging the staff like a bat. Hearing the grunt behind him he turned, seeing a Hollow Man with his back to them stumble forward only to be taken down by Gruber, who nodded his thanks before moving to his next target.

"I can help," Clara stepped closer to him as he stood.

Before he could retort, his eyes grew wide and he propelled her to the side as he stood. She hit the floor, twisting to see what was happening. She stared wide eyed at the sword in his hands, the tip sticking out behind a Hollow Man. He grimaced as he pulled out the blade and pushed the man back.

He held out his hand to her, willing her to take it. "Come on, Clara." He pleaded. That was not something he wanted her to see. This was too dangerous for her.

Finally, she placed her hand in his and he helped her up, following the others down the hall away from the Hollow Men. She glanced back, seeing them already recovering as if nothing had happened.

"Doctor-"

"Yes, I know. I'm going to get you out of here, just keep running." He said worriedly.

They rounded a corner, turning into a hallway overlooking the City. Clara looked through the windows lining the entire left side of the hall, the devastation the war had brought evident from their vantage point.

"Look out!"

Before she knew what was happening, the Doctor pressed himself against her, forcing her down. A series of explosions went off around them. The shock waves hit them, throwing them back, shattering the windows and bringing the ceiling down.

A high pitched whistle drowned out all the other noise. He rolled onto his stomach, panicking when he couldn't find her near him. There were muffled sounds in the distance. Or maybe it was near him, he couldn't tell. He pushed himself up, seeing that the blast had thrown him closer to the destroyed windows. He shook his head, his hearing slowly returning.

"Doctor!"

He crawled in the direction of her voice, nearing the edge of the building. Leaning over he saw her, dangling below him from a thick metal cable sticking out from the crumbling floor.

"Clara, give me your hand!" He reached for her, unable to grab her hand.

"I can't!" If she let go now, she would fall. She looked down, the streets far below her.

"No, Clara look at me. Look at me." Leaning over the edge further, he could barely reach her fingers. She looked up at him and he saw the tears forming in her eyes. She was terrified. "You have to give me your hand, Clara." She shook her head.

"Clara, listen to me. I can't reach you. You have to let go and grab my hand," he tried keeping his voice calm. Easier said than done, he was filled with dread. "Trust me, Clara."

She swallowed, then quickly let go with her right hand, grabbing at his extended one. He snatched her hand, digging his other hand into a crack in the floor to keep from sliding over the edge. She let go of the cable completely, holding onto him tightly.

Gritting his teeth against the strain on his arms, he slowly started pulling her up. With adrenaline lending him strength, he cried out as he hauled her over the ledge. Hugging her to him, he dragged them backwards, away from the ledge.

He felt her being lifted from him. Looking up he saw a Hollow Man drag her away.

"No!" He growled and scurried up, strong hands keeping him away from her. He writhed against their grasp, hearing his jumper tear. A Hollow Man stepped in front of him, obscuring her from him. He snarled at the man, receiving a blow to the head in return.

* * *

 _Why always for the head? I don't know, maybe it's easy to reach or I'm just lazy... Or a bad writer :D_

 _I hope these "action" chapters read as action. Drop a review and let me know what you think._


	12. Chapter 12

_The reason for another early chapter is that a few South African universities (mine included) have been closed since the beginning of the week due to student protests that got violent (police intervened with rubber bullets, stun grenades and in some cases tear gas). All because these students cannot understand that free education is not possible in this country. Now the university wants to take away our one-week recess which is also the last recess before our final exams in November :/_

 _So yeah, things are a bit stressful since assignments keep pilling up, the amount of self study work has multiplied and final exams are almost here._

 _Sorry, I just had to get that out. On with the chapter_

* * *

Chapter 12: Run  
  
"You know, I've always wanted to meet a Time Lord. Don't ask me why, I've just admired your civilization's technology, your perception of time and space. It's fascinating."

The Doctor groaned.

"I heard stories of Time Lords and the Time War, growing up. Stories of how one Time Lord sacrificed his entire planet to stop the war."

The voice neared him, standing beside him.

"So when I heard rumours of the Doctor in the City, well…" The voice chuckled. "I couldn't pass up the opportunity now could I? Oh, come on Doctor! It's no fun talking to myself!"

The Doctor groaned again, the man slapping his cheek lightly to wake him up. Cracking open his eyelids, he was thankful for the dimly lit room. He jerked, his hands fastened above his head where he lay on a cold metal table, confined.

"Clara-"

"Clara? Oh, you mean her." The man stepped aside, gesturing to the other side of the room.

Craning his neck, the Doctor saw her. Hands held behind her back by Gruber. No… She struggled against his grip, Gruber only staring blankly ahead.

"Clara, are you ok?" He couldn't see any physical harm done to her.

"I'm fine," she glared at the tall, thin man standing next to the Doctor.

"Don't worry, Doctor. I won't hurt her."

He shot a look at the man. "Let her go," he said slowly, voice low.

"Not yet. I still need her for something."

The man disappeared out of his sight. He had to crane his neck again to survey the room. There were a few monitors and control panels to his left, the man busy with something there. To his right was Clara and Gruber. It felt rather empty.

"I take it you're behind all this then?" The Doctor asked the man. "Who are you even?"

The man turned and came to stand next to him again. He looked somewhat familiar.

"I'm Kyrell. Some of you rebels, or whatever it is you call yourselves, nicknamed me the Puppet Master." He tested the straps around the Doctor's wrists. "I find that a bit insulting, actually. But yes. I am, as you say, behind all this."

"You created the Hollow Men, why?"

Kyrell glanced at Gruber. "No matter what I try I just can't get that empty look of them to go away," he mumbled. "Anyway," he clapped his hands together. "I used to work here, as a researcher. Though I developed chemical weapons as a side project," he smiled. "When the others found out what I was doing, they let me go. Said my work was… immoral," he spat.

The Doctor looked on as he walked to the screens, reading the information on it. He didn't seem very sane.

"Took everything from me. Left me with nothing!" He inhaled deeply. "So when I was approached to create something that controls people, I said yes."

"Who approached you?" The Doctor asked.

Kyrell looked over his shoulder, laughing. "I'm not going to divulge that little piece of information." He busied himself again with the screens. "I will tell you that they were generous enough to give me a small army to help my round up… volunteers."

"Volunteers? That's how you see these poor people?" The Doctor glared at him, his voice filled with fury. "Taking people from their loved ones, forcing them to do terrible things. Do you have any idea how many hearts you've broken? How many lives you've shattered? How much blood you've spilt?"

"Oh come now, Doctor. Can _you_ of all people give me that speech?" He laughed. "I mean, you killed your entire planet, your entire species!"

"I never pushed that button," the Doctor said quietly. He didn't, but for a long time he thought he did. The worst was that he had resigned himself to taking that course. He was prepared to destroy it all to end the war. The memory of being surrounded by Hollow Men in that tunnel surfaced again. The same situation, only difference is that he actually pressed the button that time.

"You didn't?" Kyrell looked a bit confused. He stared at the Doctor for a moment before he shrugged and picked up a vial to examine it.

The Doctor tried wriggling his wrists. He could hear Clara struggling against Gruber's grip. She wouldn't free herself, now that he's a Hollow Man he's stronger than usual. He glanced at Kyrell. The longer he listened to him the more he agitated got. Kyrell was definitely unhinged and that made him unpredictable and very dangerous.

"I wouldn't bother with the straps, Doctor. You're not going anywhere until I'm done with you." He smiled slyly.

The Doctor's eyes grew wide as Kyrell approached him, two vials in hand.

"Don't touch him!" Clara shouted, struggling against Gruber.

"What are you doing? Don't–"

Kyrell turned his head, silencing him as he injected the first vial. "Let's see if this works on Time Lords," he murmured.

The needle pierced his neck again, emptying the contents of the second vial. The Doctor grunted, the injection spots starting to burn. His hands started shaking.

There was a loud crash on the other side of the door. Kyrell looked up sharply and frowned.

"Go see who's knocking," he motioned for Gruber to let go of Clara. He stepped back as Clara ran to the Doctor.

"What have you done?" She glanced at Kyrell before a moan from the Doctor grabbed her attention. Beads of sweat formed on his skin as he took in deep breaths. He was frowning, as if not understanding what was happening to him.

"Oh! I haven't told you about the serum yet!" Kyrell put his hand on his chest. "Apologies. I don't know how long it'll take for you since I doubled the dosage, so I'll keep it short. The serum is what enables me to control people. Basically has a bunch of chemicals in," he frowned and scratched his head. "Can't remember if this is the one with the microchips too…"

He looked down at the Doctor as he groaned. He was reacting differently to the serum than the others, but that could just be the Time Lord DNA.

"I think I finally perfected it. Once injected it improves healing, increases strength and speed. Whether it will put you under my control, well, you're the first Time Lord I've injected."

The Doctor closed his eyes, gritting his teeth against the pain as it slowly spread through his body.

"Doctor, look at me." Hands on his cheeks, she tried getting him to focus on her but he kept his eyes shut. "Listen, you have to fight it," panic rose in her voice. She stared hopelessly at him, his face contorting in pain.

He trembled, every muscle in his body contracting. His breathing grew quicker, his forehead glistening with sweat. He felt his nails dig into his palms as he clenched his fists, tugging against the straps. A low guttural moan escaped his mouth as the pain increased. He could feel the serum spreading through him, taking over.

She watched him arch his back and scream. He was losing himself and there was nothing she could do. He gasped, opening his eyes to look at her. She had never seen him so terrified before.

"Clara," he gasped, his voice strained. "Run."

* * *

 _I know, short chapter, sorry. I either posted it now or sometime during Desember, so I chose now._

 _Also, now I can power ahead with studying and hope that the university is open next week._


	13. Chapter 13

_I had one class Monday morning, then the protesters took over campus :/_

* * *

Chapter 13: The Hollow Doctor

He threw his head back and screamed once more. His features, riddled with agony, suddenly slackened leaving only a frown in its place.

"Doctor?" Clara whispered carefully. His frown slowly disappeared, but his breathing was still shallow. "Doctor?" She tried again, her voice small. This time he opened his eyes.

 _No…_

He stared straight ahead of him, blank, dull eyes unmoving. She took step back. No, that serum couldn't have worked on him. He was just pretending. Once Kyrell looks away the Doctor will get them out of here. That has to be his plan.

Kyrell undid the straps around the Doctor's wrists and helped him sit up.

"I have to say I'm a bit surprised that it worked," he laughed. "But," he began as he retrieved something lying on one of the control panels, "there's only one way to find out if you're not bluffing."

He held out the Doctor's sword, eyeing him suspiciously. The Doctor jumped off the table, taking a moment to steady himself before straightening to stare at the out held sword.

Clara watched him carefully. His breathing hadn't returned to normal yet and she could still see the sheen of sweat on his forehead.

He took hold of the hilt and Kyrell tugged at the scabbard, unsheathing the blade.

"Kill her," Kyrell nodded towards Clara.

The Doctor looked over his shoulder, straight at her. He turned, slowly walking towards her. For every step he took, she took one backwards. This is still part of the show, he was going to grab her any moment now and make a break for it. He didn't. Instead he kept advancing.

"Doctor?" The empty stare of his bored into her. "Doctor, stop it." His strides were longer than hers. Tears formed in her eyes. "Doctor, you're scaring me," her voice quivered. More like bloody terrified.

He was close now. She was certain he would already be able to reach her with that sword. She stumbled, thankful that she didn't fall.

The muscles underneath his eye twitched. His steps grew slower, as if wading through knee deep water. He grunted as he stopped. Breathing heavily, he stared at her, looking confused.

"Kill her, Doctor." Kyrell said calmly.

A few tears streamed down her face, yet she didn't dare blink. He wasn't faking it. She could see it in his eyes now, the fear of hurting her. He was fighting it, but he was struggling. She didn't know how long he'll be able to control it.

"Please," she whispered silently.

Kyrell laughed. "I get it. You've got some strong feelings for her. That's ok. We just have to start with someone easier so you can get used to this."

"Kyrell!"

He turned, frowning at Marx standing by the open door.

"How did you get in? Doesn't matter. Doctor," he waved his hand lazily at Marx, "kill him."

Marx looked at the Doctor, realizing what he had become. Sure he didn't like him and he would gladly take him on. But he knew of him and Clara and he wasn't keen on hurting him too much in front of her. Yet he was prepared to do whatever he must to top this.

The Doctor broke eye contact with Clara, turning toward Marx. He groaned, forcing his eyes shut. When he opened them his face had become void of emotion once again. He started walking purposefully towards Marx.

"Doctor, don't." Clara reached for him to stop him.

"I knew it, angering everyone everywhere you go, Marx. Then again, you've been that way since I can remember." Kyrell eagerly observed Marx.

"Stop this, Kyrell. We've already won." Lies, things weren't going so great when he left the others. He had to try at least. "Surrender now and maybe you still get to live." He jumped back, the Doctor's sword missing him just.

Kyrell snorted. "Oh please, Marx. I know what's happening outside those doors, I know you're going to lose. You're scared, aren't you? For the first time in your life, I'm going to beat you," he snarled.

The way they spoke. It's like they knew each other. Clara switched her gaze between Kyrell and Marx. Could it be? It was hard to tell with Marx moving about, dodging and striking at the Doctor. Then she saw it. If she had known Marx a little longer she would have seen it earlier.

"You're brothers," she said softly.

Kyrell spun around, having already forgotten about her. "Well done!" He looked at Marx again, pleased to see him struggling to fend off the Doctor. "You see, Clara. It was Marx that made me lose everything I held dear. He was the one who betrayed me, who sold me out to those ostentatious oafs who couldn't appreciate the value of my work!"

"Betrayed you?" Marx side stepped, narrowly missing a jab. He saw an opening and went for it, going in close and hitting the Doctor at the back of the head with the pommel of his sword. "You betrayed us! Look what you've done! You destroyed this City!"

The Doctor twisted, swinging his sword. Marx cried out as the blade sliced into his upper leg.

He was done giving the Doctor a chance. He attacked, striking three times in quick succession.

Blocking the first, the second threw his arm to the side, leaving him exposed. The third separated the material of his jumper, earning a hiss from the Doctor. Before he could recover, Marx knocked his sword out of his hand.

The diagonal trail of red over his chest didn't faze him, nor did the lack of a weapon. Feigning right, the Doctor jumped at Marx, landing a punch in his stomach. Marx gasped for air and stepped back, trying to get some space between them.

Keeping close, the Doctor made sure Marx didn't get a chance to counter his strikes. Marx tried again to bring his sword up between them. The Doctor grabbed his wrist and twisted, the sword clattering to the floor. Sneaking his foot in behind Marx, he connected the hard bone of his elbow with his jaw.

Marx tripped and fell backwards. Then the Doctor was on him, hands wrapping around his throat. He looked up, vacant eyes staring back at him. The pressure on his throat increased eliciting gurgled grunts from him as he tried to prise the fingers away.

"Doctor!" There wasn't much she could do, but she couldn't just stand and watch him murder someone.

For a second he thought he saw a flash of recognition in the Doctor's eyes. The strong fingers around his neck loosened momentarily and he seized his chance. His right hand shot up, aiming for the nose with his palm, but the Doctor moved and he missed.

His left fist came in at an angle, striking the Doctor on the corner of his eye. Marx swung his fist again, hitting his cheekbone. Using this momentum, he managed to push the Doctor off to the side, rolling on top of him.

He landed another punch before the Doctor grabbed him by his collar and pulled him down, smashing his elbow into his face. The Doctor brought his legs up underneath him for leverage and threw Marx off of him.

Marx scrambled up after the Doctor. He wiped away the blood dripping from his nose. At least he wasn't the only one with a bloody face. He looked at the Doctor. The right side of his face was covered in blood. He didn't punch him that hard, did he?

His thoughts were interrupted by the Doctor suddenly on him again. It was as though he was fighting another person. He couldn't keep up with him anymore. The serum must have taken a while to take full effect. Retreating, he grunted as the Doctor struck again and again. He was just too fast and too strong now.

Turning on his left heel the Doctor brought his right leg up and kicked at Marx, sending him flying back. His head hit the side of a control panel and he slumped to the floor, eyes closed.

"Nice work, Doctor!" Kyrell laughed, clasping his hands together. "Now, finish him."

* * *

 _It would have been so cool to listen to season 9's soundtrack (especially Heaven Sent) while I wrote this..._


	14. Chapter 14

_Thanks for the reviews, I really appreciate it!  
_ _I think this is the longest chapter yet.  
_

* * *

Chapter 14: Try to Be a Good Man

The Doctor's breathing was laboured. Sweat mixed with blood streamed down his face, staining the collar of his jumper. He walked over to the nearest weapon, Marx's sword. He bent to pick it up, a bit unsteady on his feet as he stood again.

He glanced at Clara where she stood, rooted to the spot not that far from him. A quick glance before he turned away, but she saw it. The fear in his eyes again.

He was still in there. Trapped, watching how he was forced to do this. Yet, he was still fighting it. That's why he didn't harm her. Why he hesitated when she called his name. Why she was able to see his fear of taking a life.

 _He was fighting it._

He stood in front of the unconscious Marx. Changing his grip on the sword, he lifted the blade over his head, ready for the final blow.

"Doctor," she stepped closer to him. She had to help him, he couldn't fight it on his own.

His hands gripped the sword tighter as they started shaking. Below him, Marx groaned and stirred.

"Doctor, listen to me. This isn't you, it's that serum. Kyrell is controlling you, you have to snap out of it." She stopped behind him, careful not to come too near him. She heard his breathing speed up as he made grunting noises.

"Come on, Doctor. Just give in," Kyrell remained where he stood, "just give up." He had faith, the serum would fully take control any moment now.

Clara swallowed and took another step towards him. She glanced at Marx. He was in bad condition, only able to stare up at the Doctor.

"Fight it, Doctor. You have to beat this." She risked placing her hand on his shoulder. He jerked, but she kept her hand on him.

He trembled and closed his eyes, groaning when he opened them again.

Marx frowned. He glanced at Clara. She was possibly getting through to him. But by the looks of it, it wasn't going to be enough.

The Doctor groaned again, knuckles turning white while the sword slowly inched downwards.

Taking a deep breath, Clara moved around him and kneeled next to Marx in front of the Doctor.

"Don't," Marx tried pushing her away, but she easily waved him off. She glanced at him, then focused on the Doctor.

"You asked me how you can be a good man," she began, her voice betraying how scared she was for the man in front of her. The man she loved. She could clearly see the anguish in those pale blue eyes. The fear of harming them. Harming her. The sword inched forward again.

"And I said you try to be." She swallowed, watching the tears travel down his cheeks. He forced his eyes shut again, unable to hide the agony and despair. It must be torture for him, unbearable to watch what he was doing.

"Try to be a good man, Doctor," she whispered.

He whimpered, muscles straining to stop himself. Opening his eyes, he looked at her in horror. The tip of the sword shook as it continued its path downwards.

He saw her close her eyes, tears wetting her cheeks as he suddenly lifted the sword high above his head. He screamed, bringing the sword down quickly.

The blade shrieked as it penetrated metal, electricity buzzing as the wires of the control panel got cut. She looked up, staring into eyes that have grown cold, raging with with wrath. He breathed heavily, leaning on the sword above their heads. Letting go of it, he turned to Kyrell.

"This ends now," The Doctor growled, his voice low.

Kyrell observed him, looking almost upset. "I'll admit, I didn't expect this. Congratulations, Doctor."

"Let the others go." He spoke softly, feeling the anger twisting inside him.

Clara stayed behind him, relieved that he was back. She knew that tone of his, having heard it only once or twice in the past. Yes, he was quick to anger if someone did wrong, but this was worse. He reserved that tone for when he was beyond furious, beyond enraged. For when he was at his most dangerous.

"I'm afraid I can't do that," Kyrell smirked as he unsheathed his sword. "Can't let you go either and seeing as the serum doesn't completely work on you…" He smiled apologetically, "It's a shame, really. I just started to like you."

Kyrell sprinted towards them. The Doctor barely had chance to duck before the sword passed over his head. Kyrell was fast, a bit too fast.

Jumping up, the Doctor tackled Kyrell hard, driving him back, away from Clara and Marx. Kyrell twisted free of his grip and threw him down. The Doctor fell on his back, immediately rolling to the side as Kyrell's sword hit the spot where he had fallen.

He kicked Kyrell's leg out from under him and he fell. The Doctor scrambled up, seeing his sword close by. Quickly picking it up, he swung it as Kyrell came for him. Kyrell grunted as the sword sliced into his forearm.

The Doctor walked back slowly, trying to keep Kyrell away from Clara. He frowned as Kyrell started laughing.

"It's going to take a lot more than that, Doctor."

Of course. That explains how he's so fast. If you have something that improves healing and increases strength for your army, why not use it on yourself as well?

"That's right, Doctor. You can't beat me," he strode forward. Swords rang off each other as he fought the Doctor.

"Clara, you have to - "

"I'm not leaving him," she snapped at Marx. He shook his head.

"Get help. The others aren't far from here," he uttered between breaths. He tried sitting up, but gasped as the pain shot through his ribs. The Doctor must have broken a few. He looked at the Doctor and Kyrell. Fighting the serum had taken its toll on the Doctor, he was having a hard time keeping Kyrell at bay.

She didn't want to leave him, but she couldn't help him against Kyrell. No, she could. If she could find the others quick enough they could come and help the Doctor.

Leaving Marx slumped against the panels and the Doctor alone with Kyrell, she ran for the door. She threw it open and ran into something solid. Firm hands grabbed her by her shoulders and she looked up into blank eyes.

"Come on, you can do better than this." Kyrell sneered as he easily blocked the Doctor's sword. "Or maybe if I bring your little girlfriend into this…" He glanced at Clara in the hands of Gruber once more.

"You won't touch her!" The Doctor growled through gritted teeth.

Kyrell deflected the sword again, needing to move quicker now that he had angered the Doctor further.

He had Kyrell on the defence, he couldn't risk giving him a moment to recover. He kept pressing him backwards, swords clattering against each other. Kyrell's back hit the wall and the Doctor swung his sword again. Kyrell quickly brought up his own, catching the Doctor's just in time. The two blades locked forming a cross between them, the Doctor's mere inches away from Kyrell's throat.

With his left hand firmly over his right, he pushed down harder, forcing Kyrell to stay against the wall. He made sure to stay close, not giving him any chance.

"This is where it ends, Kyrell! It's over! Let them go!" The Doctor glared at him, eyes flashing.

"You're right," Kyrell whispered and smiled slyly, before looking over the Doctor's shoulder.

 _Clara._

His eyes grew wide at the sound of her shriek. He looked back, seeing her struggle against a bloodied Gruber.

"Doctor!"

There was a flash of silver and she gasped. She stood still, unable to move despite Gruber's hold on her.

He saw it in her eyes first. Something was terribly wrong. Then he felt the sharp pain above his stomach, next to his ribs. He looked down.

Kyrell held a handle against him, the blade buried deep in him.

 _Oh._

He watched as Kyrell pulled the dagger out, gasping as it left his body and fell on the floor. He frowned at Kyrell, his grip on his sword loosening. Kyrell smirked and made a circular movement with his sword, disarming the Doctor.

The fist hit him underneath his jaw and he stumbled, tripping over his own feet and falling. He rolled onto his stomach.

"Did you really think you were going to beat me?" Kyrell sneered. He waited for the Doctor to start pushing himself up before kicking him in the side.

The Doctor cried out as he fell, immediately getting his arms under him to push him back up.

"You thought you could just sneak in here and take everything from me like they did all those years ago?" He kicked again, satisfied with the grunt coming from the Doctor.

Groaning, the Doctor slowly tried pushing himself up again.

Kyrell stared at him. "You don't learn, do you?" He kicked once more, rolling the Doctor onto his back with the force of it.

The Doctor stared up at him. The tip of the sword hovered above his chest. He closed his eyes, knowing what would come next.

"I'll do my best to get both your hearts." Kyrell grinned wickedly at him as he lifted his sword.

There was a sickening sound of metal piercing flesh and scraping bone.

"Luckily for me, you only have one," Marx whispered in Kyrell's ear.

Opening his eyes, he saw Marx standing behind Kyrell, sword sticking out of Kyrell's chest. Marx shoved him to the side, away from the Doctor, and he slumped to the floor.

Clara felt Gruber's grip relax and broke free, running to the Doctor.

Marx knelt next to him, pressing down on the wound. He had to stop the bleeding.

"No, no, no, no…" Clara fell to her knees on his other side, taking his hand in hers. Gently, she placed her other hand on his cheek, mindful of the bruises. "You're going to be fine," she whispered.

"Clara," the Doctor breathed. He groaned and swallowed painfully, tasting blood. "Clara, I'm sorry. For everything. It's," he coughed, "my fault."

"No," she began but he raised the trembling fingers of his free hand, silently notifying her that he wasn't finished.

"Find the TARDIS, it's somewhere in the building." He spoke softly, gasping for air. "Do you still have your key?"

She nodded, "Yes."

He coughed, groaning when Marx shifted his hands and pressed down on the wound again. He closed his eyes against a wave of pain emanating from his stomach, waiting for it to lessen.

"The console, there's a slot for the key. It'll take you home."

She tightened her grip on his hand. "I'm not leaving you. You're going to be fine, you can take me back once you've healed."

He gave her a small smile, tears forming in his eyes as he shook his head. "Smile for me, one last time." There was no fear in his eyes. Instead he looked at her with adoration.

"Stop it, you're saying goodbye." Her voice trembled as tears of her own threatened to spill down her cheeks. "You're going to be fine, Doctor. You're not going to regenerate today."

"I can't." He took a moment, desperately trying to catch his breath. A respiratory bypass system isn't much use when you're running out of blood. "The serum…" Struggling to keep his eyes open, he blinked rapidly. "I can't regenerate." His speech started to slur.

She circled her thumb over his cheek. His deathly pale skin was much colder than usual, sweat starting to drench his hair. His jumper was stained with blood, the red liquid seeping through Marx's fingers. If he couldn't regenerate and if they didn't get help soon, he wasn't going to make it.

The realisation hit her hard as his words sunk in. She couldn't imagine her life without him. She didn't want to either. She grew cold, dread washing over her. They needed to get help and fast. Marx could barely stand on his own and she couldn't bring herself to leave the Doctor. She panicked, not knowing what to do.

"Clara…" He moaned, barely audible.

She felt his hand start to slip out of her grip. When she looked back at him she saw his eyes were closed. He hardly made a sound, his breathing still irregular but slow and deep.

"Doctor, stay with me." She gripped his hand tighter and leaned in closer to him, running her hand through his damp hair. "Don't go, Doctor. Please, don't go," she whispered, tears wetting her cheeks. "Don't leave me."

His breathing kept slowing until it stopped altogether.

* * *

 _I am such a horrible person :/_


	15. Chapter 15

_So, the final chapter. I want to thank everyone for reading and also those who reviewed, favourited and followed it. It was a blast to write :D  
_

* * *

Chapter 15: Home

"Clara?"

She woke, shifting in her seat before turning to see Gruber.

"How are you holding up?" He went to stand next to her.

"I'm fine," she lied. She looked at him. He had a few bruises and he seemed very tired. "You ok?"

He smiled. "I'll live." He looked down at his feet before he spoke again. "Listen, I want to apologise for what I did."

"It's ok, it wasn't your fault."

"Still, I'm sorry for what happened." He took a deep breath. "I saw everything. It was like, being in a dream you don't have control over."

"More like a nightmare," she added and he smiled apologetically. Both were quiet before Gruber spoke, voice soft.

"That first day, my wife was taken. I searched for her, waited at our house. But she never came."

Clara waited patiently for him to continue, noting the pain in his tone.

"After a while I, eventually gave up. I lost all hope of seeing her again." He swallowed. "It still haunts me to this day. I keep thinking that if I had searched a little longer, then maybe I could've found her."

He looked at the peaceful figure before them. "He didn't give up on you. He might have lost hope, but he never gave up." He looked back at her. "You don't strike me as someone to give up, but don't lose hope either. He's a fighter, he just needs time. He'll wake up sooner than you think." He gave her a smile then turned and left as quietly as he came.

The beeping of the monitors and gentle rush of air moving through the tube to his lungs filled her ears. She sighed. He actually looked worse now than he did yesterday.

 _"_ _Don't go, please don't go," she whispered. His breathing stopped. "No," she whimpered. Her hand was on his cheek, her thumb tracing circles on his pallor skin._

 _"_ _Clara!" Aera shouted as she ran towards them. "I think we found the…" she stopped in her tracks when she saw the Doctor. Then she was next to them, hands a blur as she worked._

If Aera hadn't shown up and if they hadn't got him to the TARDIS med bay when they did, he would have died. Aera had worked magic and saved him. Apparently she and the Doctor have had long conversations on the medical equipment in there over the years, else she wouldn't have known how to operate the advanced machines. But thankfully she did.

Unfortunately, as Aera had told her, the serum was working against them. It enhanced his strength like it was supposed to, but where with others it improved healing, it actually hurt him more.

His physiology was different; the serum wasn't made for Time Lords. It was poison for him. The extra doses worsened it even more. It slowly attacked his cells, killing him from the inside.

She gently took his hand. The serum targeted every bruise and cut, but instead of healing it, it damaged it further. The right side of his face, especially his cheekbone and the corner of his eye, looked almost burnt. She was glad the stab wound was covered in gauze, but even then the area around it was an angry red and looked painful.

She watched his bare chest rise and fall rhythmically. Gruber was right. He just needed time, he'll pull through.

* * *

He became aware of air being forced down his lungs. He tried fighting it, struggling against it. There was a hand on his shoulder and he felt the tube move in his throat. Wasn't really pleasant. Then the tube was gone and he gasped, in control of his own breathing once more. Now if he could just get his eyes to open. He felt a mask being placed over his nose and mouth, silently thankful that it calmed his erratic breathing. He moaned softly as he slipped away into darkness.

It felt like just a few seconds had passed before he come to again. He couldn't feel his right arm. Did he still have a right arm? He hoped he did. He always liked his right arm more than the left one. He tried moving it. Nothing. Maybe if he took a look to see what's wrong…

The lights were dim, but he still blinked against it. The room was… different. This wasn't the medical bay in the facility. He frowned. This is the TARDIS med bay. Something stirred next to him. He looked down.

"Clara?" He croaked and swallowed painfully. No wonder he couldn't feel his arm. She was cradling it, using it as a pillow. He smiled. If he wasn't worried about his arm he would have let her sleep.

"Clara?" He tried again. This time she jerked awake, staring at him with big eyes.

"Doctor," she breathed. "You're awake." She jumped up and hugged him awkwardly, him being in bed making it difficult. He hissed as she brushed against a bruise and immediately let go. "Sorry, I just…" she trailed off. "How are you feeling?"

He shifted, wincing at the pain in his abdomen. "A bit sore, but it's fine." He carefully prodded the gauze covering over his abdomen. "How long was I out?"

"About three days."

"Three days? The Hollow Men, Kyrell…" He spoke urgently.

She placed her hand on his shoulder, keeping him still. "Everything is ok. It's all over now," she reassured him. "They stopped attacking just after he died. Aera made some kind of, anti-serum to get them back to normal."

At that moment Aera walked in, smiling when she saw him.

"Ah, Doctor. Good to see you awake." She took off the gauze on his abdomen and looked him over. "I think the medication finally got rid of that serum. The wound should be fully healed in a couple of days, same goes for that bruising on your face."

"All thanks to you," he sat up straighter.

"Just doing my job. And before you ask, yes, you can get cleaned up now." She looked at Clara. "Can I ask you to just wrap a bandage around that wound of his when he's done?"

Clara nodded. "No problem." She looked back at the Doctor.

"I'm probably going to need some help with my shirt as well," he said sheepishly.

* * *

She folded the collar of his crisp white shirt down, resting her hands on his shoulders. She cupped his jaw, feeling the smooth skin underneath her hand.

"You know, the beard hid too much of your handsome face." He looked like himself again, like before all this started. She had missed his velvet coat. He looked like the Doctor again.

His smile was shy. She leaned in and he bent down, arms circling her waist and pulling her close as their lips met. He relished the feel of her fingers at the back of his neck, lightly scratching his scalp. Unlike last there were no sirens to interrupt them.

Eventually they ended the kiss, resting their foreheads against each other. She smiled as he gave a contented sigh, grateful to be in his embrace after everything that's happened to them.

"Remember, Doctor. No strenuous activities until you're fully healed," Aera smirked, watching them with a raised eyebrow as they left the bathroom hand in hand.

He blushed slightly, mouth opening to respond but Clara was faster.

"Don't worry, I'll keep an eye on him," she smiled coyly at him and his blush deepened.

Aera regarded the pair in front of her for a moment, happy that they found their way to each other. "I don't suppose you can drop me off at the facility, can you?"

* * *

"Taylor's going to be mad that you didn't say goodbye. She's going to miss you."

The Doctor handed her a small, brown parcel. "Give her this from me, will you?"

"What is it?" She turned the package over in her hands.

"Just a little something to keep her busy." He grunted as Aera suddenly hugged him, patting her back with one hand.

"Take care of yourself, Doctor" She let go and went to say goodbye to Clara.

Gruber walked over to the Doctor. "Thanks for your help, Doctor." They shook hands. "Now if you would excuse me, I have to go look for someone. It's possible that my wife is still out there," he smiled.

The Doctor nodded. "Good luck."

"Likewise." Gruber glanced at the TARDIS standing behind the Doctor. "Bigger on the inside," he mumbled and shook his head before heading off.

"I still think he changed, but for the better," Clara said.

"Well, I had to say something to get you two together," Aera laughed. "Take care of him."

"Of course."

After they hugged Clara followed the Doctor into the TARDIS, closing the door behind her. She picked her bag up from the floor and neatly put the sketches the Doctor had made of her inside. No way was she leaving them behind, so while he was saying goodbye to Aera she had quickly gone to collect them.

"Right," he exclaimed as he circled the console, working the controls before his hand came to rest on the dematerialisation lever. "Let's get you home."

Smiling, she walked over to him and leaned on the console, fingers brushing over the buttons. She gazed around before her eyes settled on the man next to her. Oh, how she missed that brilliant smile of his and the sparkle in his eyes. Both ablaze with adventure and excitement.

"I am home," she said and he pulled the lever.

 _The End_

* * *

 _I'm going to take a break from writing now. Hopefully I'll be back by the end of November. I still have one or two requests from my first fic that I'm busy with, so feel free to add to that list._

 _Thanks again for reading,_

 _ThatUserOverThere out_


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